A Life Alone
by I Am The Night
Summary: Sometimes people make stupid decisons. Sometimes the consequences of those decisions come back to haunt you. But some stupid decisions ruin lives, and the consequences consume everything and everyone. Dark, powerful, hateful Ben.
1. And Then There Was Hope

**IMPORTANT! READ THIS FIRST!**

**I first came up with this in late 2009. I saw that there were lots of those cute little Ben and Gwen realise they have affection for each other fics, but none of the opposite, nothing to do with anger or betrayal... or a much darker and more malevolent Ben than we ever saw in the series. Now more than two years later here it is!**

**But before anyone reads this you should understand, this story has no happy ending. It deals with child abuse, bullying, violence, blood, gore, betrayal, revenge, suicide, bigotry, school shootings, genocide, you get the picture.**

**Second this is highly AU territory here. I'm not really a fan of the show but for someone who is the way the characters are represented may kinda freak you out. The plot deviates heavily from the series, but I'll try and link it all together.**

**Lastly I borrowed heavily from other media in making this, movies and characters, Darth Vader, CLU, Patrick Bateman, so don't be surprised if you see something you recognise elsewhere. I'm really not that imaginative. Also this will be my only authors note, so what you read at the very end of the fic is spoken from Ben's perspective, not mine.**

**In conclusion, read this only if you like bleak stories. Thank you, I hope you enjoy, and please review.**

**Ben 10 belongs to Man of Action.**

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><p><strong>A Life Alone.<strong>

**And Then There Was Hope.**

Nice guys always finish last.

Nowhere was this truer than in the life of young Ben Tennyson.

"Get lost loser!" Spat one boy as his group moved past the bench Ben was sitting on. Craning his head up towards the half dozen or so group of classmates he looked to them pleadingly, a silent appeal to whatever respect they would bother to extend to an outcast like himself.

"Beat it freak! This is our spot now!" Another spoke with an aggressive tone. He and the other boys in the group each stepped up close to the now fearful ten year old who leaned back slightly under their advance. He held his hands up in an increasingly desperate bid for peace.

"Hey come on. Look I-I don't want any trouble. Just-"

Before he could finish one of the boys leaned in and gave him a brutal shove to the chest with both hands. Ben fell backwards out of his seat, landing on his back as the other boys smirked and laughed at his misfortune. From his position on his back he was dismayed to see and hear the laughter of the boys being joined by the mocking and derisive sneers and gleeful laughs from all the other boys and girls around the schoolyard, all looking and pointing at his degradation with delight.

Amidst the crowd of students currently laughing at him he spied a particular tuft of orange hair, and a familiar face belonging to a girl he knew well. She was, like everyone else, pointing and laughing at him. He saw her mouth move as she said something to her friends but from the distance he could not make it out, something that spared him even more heartache than he felt now.

The boys from before crowded around him again as he struggled to regain his footing, each taking turns shoving him violently back and forth, passing him between each other. They soon pushed him to the ground again, one of them giving him a hard stomp on the small of his back with his heel. Ben's eyes watered as he clamped his jaw shut to avoid crying out from the pain. Through the unshed tears of hurt and despair he saw a teacher directly ahead, a spindly woman in her fifties with round spectacles watching the whole event from afar. She gazed upon him with a look of complete and utter contempt, utterly apathetic towards his pain and humiliation even as his pained gaze begged for her help, and simply turned away from him.

Eventually he shrugged off the blow to his spine and stood. Most of his tormentors had learned that it was more satisfying for them to drag out his abuse rather than being too brutal and ending it too quickly. Disregarding the sneers of the people he should have been able to call his friends he set off back towards the corridors between the classrooms, hoping to find some kind of safe haven for himself away from their taunts.

"Hey lo-ser…" Someone called from just behind him. Before he could continue any further Ben felt a blinding pain in the back of his skull.

"Augh!" Unable to stifle a cry of anguish his hurt immediately turned to rage. Whirling around furiously he saw Cash, one of his most prolific and more brutal tormentors, standing a few feet away smirking arrogantly. He held a fist sized rock in his hand, the object with which he had bludgeoned him with moments before.

Acting on his instantaneous uncontrollable anger he furiously shoved him in the chest as hard as he could, toppling Cash over onto his back much to the bully's shock.

"BEN TENNYSON!" A loud, grating voice roared. Turning to face the sound he saw the teacher who had previously been unwilling to help him now looking at him with outrage clear in her face. The injustice of it all washed over him like a cold deep ocean, all emotion subsiding as he faced the woman. "Detention, now!"

He knew better than to open his mouth or show any sign of protest whatsoever. Speaking out against the cruelties these people levelled at him never ended well, only ever serving to dig him ever deeper into the hole they'd tossed him down years ago. So without meeting her angry stare or the mocking gazes of the students he stepped on past, trying his best to keep himself from breaking down in front of them all as he made his way to the detention room for a crime in which he was the victim for what was the third or fourth time this week.

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><p>Home life was, unfortunately, little better.<p>

He was contentedly watching Sumo Slammer in the living room, sitting cross legged on the carpet beneath his father who was reading the paper on the couch seemingly absent to his return home. Ben vaguely enjoyed times like this, if enjoyed could be correctly used to describe the bittersweet sensation, an all too rare break from both his peers bullying and his parent's narcissism.

Carl and Sandra Tennyson were both well known and respected members of the community, and were both actively engaged in various public programs. Carl was a known and respected member of the local Rotary Club and was a regular particapent at local government meetings, while Sandra was heavily invested in activities with the school, the library, as well as the organising of cultural events. They were known throughout the neighbourhood for their enthusiastic participation in community life, as were their counterparts Frank and Natalie Tennyson.

What few people knew though was that Carl and Sandra were both narcissistic sociopaths. Their enthusiastic activity in the community was not to grow and better their town but rather to cater to their ravenous egos through the respect and admiration they received. As such they always held themselves at the highest level, while quietly undercutting the standing of their compeditors. And as Ben had learned, once the eyes of others were away they revealled themselves in all their cruelty and lack of humanity.

Today the school had handed out report cards for the first half of the year, and as he knew time and time again from previous years, such a day was to be all but dreaded.

His mother stepped into the living room and even though he was yet to turn to face her he could sense the infuriated glower she was sending him. Striding over she switched off the television and glared down at her son mercilessly, his report card clutched in her hand like a damning piece of evidence.

"B for history?" She all but hissed, his father looking up with a look of outrage. "You got a B for history?"

"He did what?" His father Carl replied, turning his gaze down to look at the boy angrily.

"When did you decide that a B was an acceptable grade! You could just have easily gotten an A but you just couldn't be bothered could you!" Sandra raved while thrashing the piece of paper angrily. "And look at this, a B plus in english, B plus in math, a B in science? What is wrong with you? Why do you have to insist on humiliating us at every opportunity!"

Contrary to the accepted notion Ben was not an idiot who got bad grades. He was an exceptionally hard-working boy who did well in his schooling and achieved good grades as a result. The only problem was that good wasn't good enough, not for Carl and Sandra, who had long desired to be complimented on their son's excellence in a way they could take credit for in raising the boy. Despite their having pushed him relentlessly to do better, punishing him severely for bringing home anything that they didn't consider perfect, they had still yet to receive the praise they in their egocentric minds thought they deserved. This angered them greatly, and the easiest target for them to blame was, of course, Ben.

"I'm doing the best I can."

"That's your excuse!" Carl retorted.

"What else am I supposed to do?"

"Don't you talk back to me you little bastard!" He yelled giving him a hard strike across the side of his face. Ben fell back on his side looking up scared as the two stood over him menacingly.

"You are supposed to be bringing home A's, nothing less!" His mother spelled out to him forcefully. "Now unless you start doing some good work for once in your worthless life you won't be receiving any more dinner for the rest of the year. We paid for that food, and it will not be going to a worthless parasite like you! Maybe then you'll have more time for study."

Ben gazed up at his mother's faintly twisted features sadly. He tried to find something to say to defend himself, to tell them that he was already pouring all his heart and soul into being the best son he could be so they would be proud of him, but found nothing.

"Next time I expect to see nothing but A's and A plusses, got that?"

"Mom I've gotten A's before and it still wasn't enough for you." Ben replied at last, looking up to her in an attempt to reason with her. "I've gotten the highest marks I can get and it still wasn't enough for you. Just tell me what more I can do? What more do you want from me?"

He realised he'd made a mistake in saying this as the man and woman glowered down furiously at him for his perceived insult. Crushing the paper in her fist she glowered despisingly down at him as his father stepped in and seized him harshly by the ear and yanked him upright despite his cry of pain and protest.

"You better be grateful. We could've disowned you and dumped you at the side of the road to die years ago but we were merciful. And this is how you repay our mercy? You little shit!" His father spat and hauled him towards the staircase, where he threw him up the first few steps.

Ben groaned in pain as his ckeek struck the edge of one of the steps. Opening his eyes as he lay there he looked back to his mother, who only pointed up the stairs.

"Room. Stay there. No dinner. We see your ungrateful face again and we'll break you."

Giving a barely audible sigh of defeat he stood and complied, making his way up the stairs towards his bedroom. Watching him go his parents shook their heads in derision at his retreating form.

"God why'd we have to get hiim, the failure? He's not even deserving of life. Why couldn't we have gotten Gwen instead?" He heard her remark behind him. Lowering his face he made for his room, quickly shutting himself insaide, away from the cruel world. Stepping over to the bed he sunk his head into the pillow, crawling up into a ball as he reflected on the hurt he'd suffered that day.

'_He called me a bastard again.'_ He reflected as tears began to form in his eyes, welling up and spilling across his face. He could still feel the spot on his head where he'd been hit, it still hurt._ 'Why does he call me that? Why can't I do anything good enough for them? Why are they doing this to me?'_

Without making a sound he cried silently into his pillow, hugging it tight for any kind of comfort as he knitted himself ever tighter against the pain in his chest. A small sob escaped his throat as the painful reality of his life came down upon him in a crushing weight.

'_What did I do wrong? Why am I always just a worthless loser no matter how hard I try? Why do they all beat me and make fun of me and hate me? Why do I have to go through this? Why-WHY ME!'_

All at once his grief and sorrow flared into a rare display of anger. Clenching his fists as tightly as he could he silently cursed his mother and father, his so-called friends who stood back and watched, the bullies that beat and humiliated him at every opportunity, his classmates who laughed at his suffering and joined in on his torment, the teachers that let him be beaten and punished him when he tried to defend himself, and the orange haired girl who's taunts and insults by far surpassed those of everyone else.

But there was hope however, Ben drying his eyes as his outlook began to improve. Tomorrow was the last day of school before the summer break, and this year his grandpa Max was taking him on a trip in his RV for no less than three months. Three months spent away from the voices that belittled him, the fists that beat him, and the glares that scorned him. Three months of escape, where he could actually live and be happy for once in his otherwise hellish life. Three months that would make all his struggle and suffering of the past ten years of his existence worthwhile. All he had to do was make it one more day, and he was free.

'_One more day.'_ He reminded himself as he lay on his bed. _'Just one more day.'_

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><p>The last few hours leading up to the end of the school day were nothing short of torturous for Ben. It was just after three o'clock and he was waiting impatiently for his grandpa to show up and get him away from this nightmare. Sadly though it appeared his tormentors Cash and JT were waiting for him also. Cash it seems was none too happy at being so cruelly attacked as he had been yesterday, and was currently taking out all his anger on his number one victim.<p>

JT held Ben roughly by the wrists as Cash faced him off, staring him down as the shorter boy looked up to him defeated, already sporting a magnitude of cuts and bruises along his face and arms. Rearing back his fist he drove a brutal punch to his stomach, causing the youth to double over in pain as another blow struck him in the side of his face.

"You pathetic freak!" He growled as he struck him again with another few brutal blows. "I'll make you pay you worthless loser!"

Snarling furiously he lashed out again and again with one brutal blow after another to his face and stomach, both boys enjoying the sight and feel of their victim's pain. Ben closed his eyes as Cash battered his face from side to side, holding his breath to stop himself asphyxiating from his crushed diaphragm. At some point he began to taste blood on his tongue. He didn't struggle or try to fight back, instead just doing his best to endure the pain, all the while praying his torment would end soon.

Eventually Cash tired of the punishment. Feeling victorious he smirked down at his broken subject, glancing over the bruises on his face and the trails of blood from his cut lips with satisfaction. Flexing his sore fist he motioned for his partner to let him go. Dropping him JT watched him fall to his hands and knees and sniggered, before bringing his leg around and kicking him in the ribs, the two bullies leaving him lying bloody and beaten alone in the empty schoolyard.

"Uuuhh…" Struggling to his feet Ben staggered to a drinking fountain. Cupping one hand under the stream he bought it up to clean his sore face from some of the blood in the hope he would look at least somewhat presentable for the start of his retreat. He checked himself in the hazy reflection of the fountain's back plate. His face was still a good colour, other than the bruises and cuts to his cheeks, and his mouth wasn't bleeding anymore. This time he counted himself lucky.

A car horn caught his attention. Turning around he almost collapsed with relief at the sight of an old campervan parked outside the fence, a somewhat chubby man in a Hawaiian shirt waving for him.

His face curved onto a joyous smile as he raced across the yard up to the door, thanking God, Buddha or whatever deity there was out there that had seen fit to lend him this one mercy.

"Hey Ben. You ready?" Max said to him, though his smile faltered slightly at the sight of his battered face and the bruises across his arms, though Ben's glee could barely be contained.

"I've been waiting for this for months! Of course I'm ready!" He beamed

Opening the door and stepping in however his grin faltered. He should've known this mercy would not come without a catch.

Sitting in the seat adjacent was the orange haired girl from yesterday. He knew the girl well. Her name was Gwen, an academic overachiever and all round popular girl who attended his school, and the one who his every success and failure was measured and judged against, something she relished in. She was also his cousin, which she had repeatedly expressed abhorrence to.

She faced him with a look of pure outrage at his presence.

"What! What is he doing here?" Gwen shouted pointing angrily at him. Their grandpa however stepped in to quell the situation.

"Alright you two that's enough. Ben's gonna be coming along with us for the summer. This whole vacation was originally his idea so you have him to thank for being here." Gwen gave an indignant huff and folded her arms.

"Like I'd ever thank him for anything."

I said that's enough. Now I expect you to be civil and show Ben respect, just as I expect him to be civil towards you. Got it?"

With an irritated sigh she relented. "Whatever."

With the issue settled for now Max returned to the drivers seat and set off on their trip. Looking awkwardly at his still fuming cousin Ben moved to take a seat on the opposite side of the table facing her. She gave him an icy glare.

"Are you happy? I had my whole summer planned out in advance and then you show up and ruin it! Thanks a lot jerk!"

"I'm sorry. I never meant to cause you or anyone else any trouble." He answered her apologetically, trying to ease the situation as Gwen once again folded her arms and looked out the window angrily. "Look, I know you don't like me being here but I think we can work this out. I won't do anything to bother you or get in your way, I promise, it'll be like I wasn't here at all."

Giving a sigh of frustration Gwen rolled her eyes and stood from the table. "But you are. It's your being here at all that's the problem, just as it always was, loser."

Ben kept his face lowered as she left the table and went to her bed, plugging into her MP3 player to shut out his aggravating presence, leaving him to sit alone in misery for the remainder of the trip to the campsite.

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><p>Lurching through the woods he came to a halt under one of the many trees, leaning back and sliding down its trunk to sit at its base.<p>

It just wasn't right he mused. How could the world be so purposefully cruel to him after all he had struggled and suffered through to make his life and the lives of those around him better? He had lived for this day for months. Every day his hope had grown and grown, and for a time he had actually felt happy to know that all his suffering would soon be behind him, but it was all a lie and a spiteful joke. Right when his hope had reached its maximum reality had kicked his legs out from underneath him and dragged him straight back down again.

He would now have to spend what he thought to be an escape from his pain with a living breathing reminder of just how hellish his life back home really was.

Again he found himself gritting his teeth and curling his hands into fists. _'Why? What gave them the right to do this to me? Damn them all!'_

Looking out at the forest ahead he whimsically considered what would happen if he simply continued on and never went back. What would it be like to simply run away and never return? Would his life be better or would he just be trading one hell for another? He didn't know how to live on his own, even though he'd been alone in one form or another his entire life. He would be homeless, with no way of feeding himself or finding shelter. No one would pity him, that he was sure of.

He sighed defeated, collapsing into depression once again. At once he was broken from his despair however by a bright red flash from overhead. Looking up he was surprised to see a bright red meteorite streaking through the atmosphere high above.

"Save me from this hell." He wished softly to the burning bright star.

As if responding to his plea Ben was surprised to see the meteorite suddenly change course, heading straight for him. Panicked he rose and stumbled back, taking cover behind the tree as it impacted nearby. A blast of dust and grit overpowered him, forcing him to curl into a ball against the assault until the air stilled and the debris ceased to attack him.

'_That was no meteor.'_

Rising from his cover he stepped cautiously out towards where h had heard the impact, disregarding the heavy shroud of dust that made visible all but impossible. Approaching the crash site he found a long trench gouged into the earth, at the end of which lay what he imagined the offending projectile to be. Driven by curiosity he stepped down into the trench as the dust cleared, allowing him a good look at what had caused the crater, which he found to be a small metal orb the size of a basketball. Sensing his approach the metal case opened, revealing its contents, a small green and black object.

'_Is that a… watch?'_

Against his better instincts he approached, reaching out towards the watch-like object in a daze of wonder. Upon his hand getting close enough the watch opened and launched at him, securing itself tightly to his wrist.

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><p>Ben kept silent as he crept around the corner of a large boulder looking out across the nearby trailer park, eager to avoid being spotted by his enemy.<p>

It had only been an hour since the watch had latched onto him, and in that time everything he knew of his life and his dismal future prospects had been wiped clean. Since then he'd transformed into a walking furnace, started a forest fire, put said forest fire out with another forest fire, turned into a giant blind dog, been attacked by robots, and was now responding to an attack by a much larger walking robot attacking a campsite while in the guise of a diamond headed… thing.

Funny how the world works isn't it?

Keeping out of the machine's line of sight he gazed over his enemy.

'_Those laser blasts are coming out of its arms. If I can destroy them it won't be able to attack. But they're pretty high up and moving around, so they'll be hard to hit.'_ Continuing his evaluation he noticed its three pronged base. _'Those legs look pretty weak. They shouldn't be too hard to break. If I can get them then I can bring the thing down, then cut off its arms.'_

Seeing the insectoid construct vaporise another trailer as it continued its brutal search Ben crept out from cover and started off at a low jog towards the machine's exposed rear, making sure to keep his movements quiet as he closed in for the kill. Rearing back he solidified his hand into a razor sharp blade, jumping up and delivering a precise penetrating strike across one of the robot's leg joints. The limb fell away, leaving the robot barely standing with its remaining two.

Sensing the attack its red eyes turned down to where Ben ran around to the other side, using his alien form to sever a second leg. This time the metal giant fell with a loud crash face down with its arms sprawled. Not wasting a second Ben raced in and dealt a blow that cut the left arm clean in half, before jumping across to the right with his bladed hand held high for the attack.

"You like picking on the little guys huh? Maybe it makes you feel big. I should cut you down a notch!" Bringing his arm down he slashed a hole in the arms outer shell, bringing his other hand in to tear out its internal blaster, tossing it aside.

From their place at the other end of the park Gwen and Max turned to watch in interest as Ben tore the remainder of its arms components out, crushing it in his powerful crystal grip. The sight surprised Gwen. Never before had she ever in her memory seen the pathetic little wretch she had for a cousin show such fierce focus. Never had she thought he could ever be so ruthless and unrestrained in defeating his enemy. They watched on as he dumped the remains of the machine's arm, walking around to stare down upon its face.

"Doesn't feel so good now does it! Now you know what it's like to be a victim!" He growled, clenching his fists angrily.

Surprising the vengeful youth however a flap opened in the crippled machine's shoulder revealing a large tube hidden within. Acting on reflex Ben bought his hands up as a missile came hurtling towards him. Clamping his hands down around its metal body he caught it just before it could impact on him. Holding it as the motor burned out he looked down upon his vanquished foe and glared.

Rearing his hand back he threw the missile at his targets head like a football, the bomb blowing the metal creature to scrap in a violent and fantastic explosion.

"Ben!" Max called out as the flames engulfed where he had stood moments ago. His fears were relieved however as the ash and dust cleared, revealing Diamondhead standing at the foot of a crater, the shredded and burnt remains of the machine strewn violently about the clearing.

This had been his first real victory, the first time it had been him to come out on top. His enemy was destroyed and he was left standing above its remains. He turned to face the crowd that had gathered on the outskirts of the clearing, his cousin and grandpa among them. They were looking up at him with reverence, awe, gratitude for saving their lives, even a hint of fear and respect. _Respect!_

Gone were their sneers and their taunts and beatings and abuse. Thanks to the device clamped around his wrist he now had the power to change his life. Now he could fight to protect the people around him. Now he could gain their respect. Now his parents would be proud of him, and the other kids at school wouldn't beat him, and Gwen wouldn't vehemently call him a worthless loser. Now there was real hope!

But now was not the time to hear the crowd's thanks. Turning away he strode back through the carnage, the smoke and dust obscuring his form as he vanished from the crowd's sight. No matter what happened during the nest three months, he was not going back to the life he had before.


	2. The First Month

**The First Month.**

"This is not… what I had in mind… for a vacation!" Max Tennyson grunted as he forcibly swerved in and out of the eight o'clock traffic in pursuit of Gwen and her abductors. Ben sat in the seat opposite, his hands tense, waiting for any news as to where his cousin had been taken to.

Just two days after finding the watch the Tennysons were unlucky enough to stumble across Doctor Anamo, and had quickly been pulled into his world of madness and delusion. He had one of his subordinates, an enormous mutant bird, take Gwen hostage as a distraction from his real goal of retrieving a trophy he'd long sought after. Currently he was riding on the back of a reanimated Tyrannosaurus heading towards the home of another scientist, while Gwen was nowhere to be seen.

"This is stupid! We'll never find her while we're at ground level." He barked. Standing from his seat he made his way as best he could to the door, opening it as he activated the watch.

"Where are you going?"

"Birdbrain would have to take her somewhere high. I think I know where she is." Selecting one of the untried aliens he activated the device, bracing himself as his body evolved into a four legged, winged insect, taking off out the door a moment later. Racing up above the other buildings he scanned over the city, his eye stalks soon finding the giant obelisk he was looking for. Just as he thought the giant bird was clearly visible circling around the tower, at the tip of which a small figure clung desperately.

"Gwen!" Darting off furiously he raced towards where she held on. As he neared her he could see her terrified expression, her eyes jammed shut as she tried with all her might to hang on, the image of her own death driving her to ignore the pain in her hands and arms. The sight filled him with an ever greater fear which spurred him on even faster. Nearing her he saw the bird coming around towards him, reaching out with its massive talons ready to tear him apart.

"Gwen, just hang on a little longer! I have to take care of this guy!" He called to her. In response she only gritted her teeth ever harder and buried her face desperately into the stone pillar, desperately trying to block out her fear. It was then he remembered from somewhere, she was afraid of heights, and it made his heart go out to her even more. The bird had to be taken down quickly.

Readying himself as it swooped in towards him he dodged its talon to the right at the last moment, the bird swooping overhead as he sprung up behind it. Racing towards its exposed back he tried to lash out with his spidery legs, only to be belted in the side by a powerful upwards flap of its wing, the shock of the blow making him accidentally shoot some appalling horrible green ooze out of his eyes, landing on the creature's left wing. Recovering quickly he heard his opponent give a loud cry of protest as a large chunk of its trailing edge feathers dissolved and fell away.

'_So the Stinkfly can shoot acid huh? I can use that.'_ Closing the distance between them he took aim as best he could and fired a long jet of the fowl smelling liquid, covering both its wings and some of its back. The result was most of its feathers began to fall off, forcing the panicked creature to flail and flap harder to try and stay airborne while trying to shake off some of the burning acid that was now eating away at it's skin.

Seizing the opportunity Ben dived in and rammed the giant bird's wing with his hardened tail. A loud crack rang out as the main bone broke in two. The bird gave an agonised shriek of pain and despair as its broken wing folded and the beast plummeted to its death. Ben's heart wrenched somewhat at the sound of its suffering; it had not been an evil creature, no more so than it had been before it was mutated. It was just carrying out its orders.

"BEN!"

Whipping around he saw Gwen loosing her grip on the peak. Acting quickly he swooped in towards her, catching her around the waist just as she slipped with a scream.

"I gotcha! Don't worry." He spoke to her in his best alien calming voice as he returned to the ground with her clutched protectively in his grasp, Gwen giving a sigh of relief. They touched down right as the rustbucket arrived, Gwen running to her grandpa's side as Ben took to the air again.

"Anamo's headed east. You have to stop him." Max called out to him as he rose up and sped off in the direction he'd been told. It wasn't long before he found the telltale path of carnage left in the dinosaurs wake. Following the trail of footsteps left in the tarmac he came to a stylish industrial block, with one wall having a gaping hole in its side, the deranged scientist and his experiment visible within. Clutching the golden beaker in his hand Animo whirled to glare at his enemy as Ben flew in and landed. Seeing the terrified scientists and the undead monster ready to tear them all to pieces, and the miniscule prize for which it was all over, he stared at Animo at a loss.

"That? You tried to murder me, my cousin, my grandpa, and those scientists, just for that?"

"Shut up you little ingrate! Who are you to question my will!" He raged, climbing up onto the back of the tyrannosaurus to face down his self-assigned enemies. "This award rightfully belongs to me! I earned it! Why should the lives of you pitiful fools matter to me? Tyrannasour, kill Kelly now!"

The giant reptile whirled around to face the suited man as he backed away in terror. Roaring with killing fury the creature opened its jaws and made to snap him up, when the scientist was suddenly whisked out of harms way by a green blur. Depositing Kelly safely out of harms way he returned his attention to an irate Animo.

"HOW DARE YOU GET IN MY WAY!"

"Getting in your way, that's what you call it? You almost killed another human being. He has a family, a wife and kids, parents, and you were gonna kill him, even when you already got your stupid prize! What makes you think you deserve it in the first place huh? You tortured and mutated living animals! You did horrible things to innocent creatures! And you think you deserve a reward?"

"The hell with you all! You could never hope to comprehend my genius, the incredible scale of my grand vision! This world and everything in it belongs to me! I choose wether or not they and you live or die, and I say you DIE!" He screamed in a mad fervour of pride and delusion. Ben however just grimaced, he heard similar things back home far too often. Well now he wasn't going to stand by and take it.

"There's no reasoning with you people. You leave me with no other choice."

Aware that the watch would soon run out he flew forward as the creature lunged for him. Dodging a snap of its giant jaws he gave it a blast of noxious slime, covering the side of its half rotting face. Temporarily disoriented the creature thrashed about trying to find him as its master turned to him furiously. Dipping his head towards him Ben moved just in time to avoid a blast of red energy from the two antennas of his helmet. Flying ahead of the blast he raced around and ducked under and between the dinosaurs enormous legs, the blast ceasing behind him. Loosing sight of his enemy Animo turned to look out across the other side, his eyes widening at the sight of the insect coming up to deliver a hard blow with its tail to his face.

The mad scientist fell to the floor below with a grunt of pain, the award and the helmet slipping away from him and braking on impact. Animo gasped in horror at the sight of his broken trophy and equipment.

"DAMN YOU! I'LL MAKE YOU PAY FOR THIS YOU LITTLE PUNK!" Consumed in his anger however he didn't notice the skin and flesh of the tyrannosaurus evaporating behind him, leaving its bare skeleton behind with nothing to support its weight. Ben looked on in alarm as the huge bones ground against each other.

"Hey look out behind you!" But it was futile. Animo was too overwhelmed by his frenzied ranting and raving to notice the skeleton collapsing. Seeing its shadow looming over him however he snapped out of his rant and looked behind him, his eyes bulging in terror as the right leg gave way and the entire massive structure came down upon him.

"NO!" Ben cried out as the doctor screamed and fell silent as the enormous bones came crashing down on his lower back, pinning him to the ground and knocking him unconscious beneath.

* * *

><p>They later learned that Dr. Animo had been paralysed from the waist down. Ben hadn't taken the news well.<p>

"Why wouldn't he listen?" He had been repeating the same question over and over in his head as they drove away from the scene. Gwen faced him concerned from across the table. "I told him it wasn't worth it. I tried to make him see, but he wouldn't listen. Now look what's happened. Why couldn't I save him?"

"Wake up moron. There was no way you or anyone else could've talked that maniac out of it. Nothing you or I could say would've mattered to him, so stop beating yourself up about it."

"Gwen's right Ben." He heard his grandpa call from the driver's seat. "We all make our own choices of our own free will, and we all have to live with the consequences of our choices be they good or bad. Animo made his choice, he chose to do those things to other people. Now he has to suffer the consequences of his own actions. You did everything right, he was the one in the wrong."

"But I… I was…" Ben struggled with his words as bit by bit the pain in his chest grew. He looked down in guilt. "I didn't want this. I wanted to help people."

"And you did." Gwen spoke up, drawing his attention. "What about all those people Animo would have killed if you hadn't stopped him? What about Kelly and those scientists?" At this point her expression softened and her voice became more gentle. "What about your cousin?"

Looking up with a start Ben saw as she gave him a warm smile.

"Thank you for saving me."

For a moment he sat dumbfounded. He didn't know what to say. Gwen had thanked him, and was looking to him with affection instead of hatred. She valued him! For the first time he was really valued, and by one of the people he most wanted to be valued by! What could he say?

His face flushed red as he broke out in a big shy grin.

"Anytime." He responded happily, Gwen giving him an affectionate smile.

"Just don't go all weird on me and turn me into one of you, whatever you are." She replied and went to join Max in the front. For Ben though nothing could have dulled the moment.

* * *

><p>Ben had found someone very interesting in amidst the towers and concrete of New York. It seemed he wasn't alone in having these gifts, or in being alone. Earlier that day while his grandpa and Gwen were back at the hotel he had gone to explore the Big Apple, and had stumbled across an arcade. The sight and sound of the flashing game machines tempted him; he had never actually played a video games before in his life, thanks largely to his parents and lack of friends.<p>

As he'd gazed across the strange machines he had by chance stumbled upon something that was by no means foreign to him. A group of large brutish youths had surrounded and cornered another lone boy not much older than himself. The thugs attacked him, wherein he got a glimpse of an unusual affinity within the boy when he badly electrocuted two of their number, before being himself overwhelmed by their savage blows. Using XLR8 however he made the thugs mysteriously vanish one by one, leaving the battered but otherwise safe boy alone once more.

Since then he had been following him from a distance, observing his movements, and had tracked him all the way from his subway hideout to a warehouse near the water. From just outside he watched as he tore the lid off a packing crate to take a sample of its contents, another video game. Taking his copy he reached out with his hands and conjured the strange electrical energy he'd used before, frying the rest of them.

'_He's angry at the world for his isolation.'_ He deduced. But he could learn no more from him by watching from afar. Looking behind him he saw a number of police helicopters closing in, far too great a response for a simple burglary. _'They've come to kill him for who he is.'_

Thinking quickly he ran into the warehouse to confront the boy as gas canisters broke through the windows and began to fill the air. Turning to him in alarm he immediately set himself on guard.

"Who are you?"

"Relax. I'm here to get you out."

"Why should I trust you?" He glowered at him, but Ben remained calm.

"Cause I've already saved you once before." Realisation dawned on the rough boy's features as Ben activated the Omnitrix. "Or I could leave you to your buddies. I'm sure they're a reasonable bunch of people."

Caught by his logic he surrendered as Ben bought his hand down and changed into XLR8 again. Before either the other boy or the police outside could react he had whisked him off out of harms way, racing too fast for either the officers or helicopters to follow as he returned him safely to his hideout.

Safe from the police for the meantime the two got to talking. The boys name was Kevin. He'd been living out on his own for a few years now ever since his parents had kicked him out. It appeared the reason he was so feared and detested was because of his ability to absorb and use any energy, including but not limited to high voltage electricity. In return he explained to him about his own gift, something he was very interested in.

"Dude we should team up. Working together we could do anything! No one would ever pick on us again!" Kevin's eyes gleamed at the limitless possibilities. Ben however was hesitant.

"Well what do you want us to do with our powers?" Kevin looked to him incredulous seeing Ben's uncertainty. "I can't help you if it means hurting innocent people."

"Ben for an outcast you're really naïve. What do you mean innocent people? You really think those 'innocent people' care about you? You think anyone else cares about you, or us? They talk about right and wrong and justice but underneath they're all the same, all full of lies. You should've seen that by now. Why should we care about them? We don't need them and we don't need their god damn hypocritical morality!" Kevin growled in passion and anger, his fists clenched and his face set in a scowl. "Don't fall for their lies. They'll make you their slave before they accept you."

"Then that is a risk I'm willing to take." Ben replied firmly. "I don't share your beliefs. I believe all people are equal. Everyone is capable of making stupid mistakes that hurt people, and that goes for you and me too. They deserve a second chance."

Kevin smirked and turned away. An idea occurred to him. "I've got something to show you that might just change your mind."

* * *

><p>"Where are we?"<p>

"This is an active line just under Brooklyn." Kevin explained as he led Ben ever deeper down the subway tunnel. They stopped when they reached a station. Ben looked warily at his companion, seeing him eye the track controls with a sinister smirk.

"What are we doing here?"

"Lesson number one; the only rules in life are the rules of competition. Survival of the Fittest dictates everything. Right and wrong are just stupid ideas people use to make themselves feel superior." Placing one hand on the power box he transferred its energy through one arm down the other. "Lesson two; if you wanna get anywhere in life you gotta be bad." Using his other hand he shifted the direction of the track from one side to the other.

"Observe. A train carrying money, gold and diamonds crashes into an oncoming passenger train. Billions of dollars worth of stuff gets spilled all over the track." Moment by moment it became clear the horrors his would-be friend had in store, his evil grin made all the more terrifying by the gleam of mad delight in his eye devoid of any guilt or shame. "Originally my plan was to carry out as much as I could. I'd be able to make it out with a couple million tops, enough to buy me a beachfront house in Haiti. But with your help we could carry so much out that by the time they finish sifting through the wreckage and realised what happened we'll already own the entire country!"

Kevin's eyes glazed over at the prospects he imagined. With a deranged smile he extended his hand for him to take. "Come on Ben. How'd you like to be a Haitian feudal lord?"

"How'd you like to be a mass murderer?" Came his curt reply. Kevin's face contorted into an angry glower enraged at his defiance. Ben however refused to budge, refused to show weakness of any kind as he met his glare with his own two stern green eyes.

"Don't talk crap you stupid little-"

"I'm not the one talking crap. You're about to kill hundreds of innocent men and women just so you can line your own pockets." He glared him down as the dark boy gritted his teeth, all the while beginning to formulate a plan to deal with him. "You talk about how they're all liars and hypocrites who don't care about anyone other than themselves. So what does that make you?"

"Shut up! You above anyone should know better than to believe in stupid ideas like that! I don't need their approval, or yours! You wanna be their slave go ahead. I have a train to catch, two actually." With a cruel smirk he batted him away, turning to look down the tunnel as the sound of the trains closing in grew louder. Ben sighed as he got to his feet, activating the Omnitrix.

"I know you've suffered at the hands of other people Kevin. I have too, so I'm not going to fight you."

"Good. You're finally starting to see things my way."

"But that doesn't mean I'm gonna let you kill those people."

Clamping down on the watch Kevin whirled around in surprise to see the boy's body overtaken by a mass of tiny nanomachines, coalescing into a large white, black and green cyborg. Acting before he could react Upgrade lunged for the track control box, diving into and possessing it. Kevin watched on in alarm as he threw the lever for the track back again from inside, maintaining its position regardless of Kevin grasping and struggling to pull it forward.

"You! I won't let you screw this up for me! NOT NOW!" Channelling the electricity in his veins he pushed an enormous charge down into the control box. A low groan reverberated from inside as Ben felt the blistering surge burn his metal components. The pain was excruciating. It felt like his entire being was being burned by an enormous stove top inside and out.

Despite this however he held on, passing the torture second by second. Desperately blasting him with electricity Kevin turned to watch as the trains arrived. Defeated he watched as both the passenger train followed by the bullion train passed them in a rush of cold air. Seeing his chance to escape Ben released his hold on the control box and jumped across to take over part of one of the passenger carriages. Kevin snarled, unable to do anything but watch him go, hatred and resentment etched in his features.

Free of the danger Ben made his way back to an empty carriage before releasing himself to fall to the floor within, reverting back to his human form as he lay barely conscious on his side.

* * *

><p>Unfortunately the hellish night wasn't yet over for anyone. On his way out from the subway Kevin realised he had absorbed Upgrade's ability to possess machines. Ben had anticipated this, and was busy milling it over in his head while he recovered in the back of the rustbucket. He had predicted he'd be able to absorb the abilities of any alien he used against him, so he'd intentionally chosen one he figured Kevin would gain the least from having. His attempt to contain Kevin's lust for blood however was revealed to have failed when reports began coming in of a Vietnam era helicopter in a museum literally coming to life and blasting its way out to freedom.<p>

"It's him."

"You think he's after us?" Gwen asked from where she sat in the seat next to her cousin, looking on him concerned with the fact the colour had still yet to return to his cheeks. The thought of whatever must have put him in such a weakened condition made her nervous. _'What did that guy do to him?'_

Ben shook his head weakly. "No. We would've seen him by now... ugh... if he was. He told me about a gang of thugs… who beat him up. They have their hideout under the thirty ninth street bridge."

As if to confirm his suspicions Max looked up and spied a mysterious green-black Cobra gunship cruise across the night sky disappearing between the apartment blocks overhead. "That's our man."

"I gotta stop… him." He tried sitting up in his seat only for his cheeks to turn even paler.

"Forget it. There's no way you could survive even a minute against him in your shape. Besides he'll just absorb everything you throw at him and turn it back against you." Gwen protested trying to keep him in his seat. But he refused to lie down and stood uneasily back to his feet.

"I have no choice. I gotta protect those guys… even if… they are thugs." Gritting his teeth against the pain in his muscles he dialled in for Stinkfly. Activating it however he soon found Murphy's law had once again come around to kick him when he was down.

"Great. How is a four armed bodybuilder supposed to take down a possessed chopper?"

"Figure it out on the way. Kevin's probably almost there now." Max called from the front. Fourarms nodded and pushed his way out the door. He stopped and staggered momentarily. From the window Gwen watched as his bright red skin lost a lot of its usual pigment, before he continued to push himself onwards, bounding across the road in the direction the helicopter had gone. His mind raced as fast as his body as he ran and jumped as fast as he could in pursuit hoping he wasn't too late. Kevin's ability to absorb energy would come into its own in this situation. Fourarms he realised was probably the worst possible form for him to choose. Added to that the time limit and the fact he was still weak from their previous encounter and the situation was looking very dire.

The sound of a detonation ahead of him spurred him on, bounding over the last few hundred metres between himself and his quarry. Half a dozen street urchins crawled and cowered in terror away from a burning crater in the concrete, while the possessed helicopter hovered low overhead bearing down on them menacingly.

"Remember me boys!" Came an angry malicious voice from within the machine to the gang members' confusion. Answering their bewilderment Kevin retracted the upper half of his body up out of the cockpit so they could see him in all his terrifying glory. "I dare you to call me a freak now! Go on! I dare you! DO IT!"

"Killing them won't make your life any easier Kevin." The helicopter and the youth controlling it turned to face the intruder.

"Ben? So this must be another one of your aliens huh." His expression darkened as he got into something similar to a fighting stance. "You just couldn't leave well enough alone. Just had to come and save the day for everyone, even the vermin, didn't you?"

"I know they've treated you badly Kevin but-"

"SHUT UP! It's always the same crap! They always say I should forgive them and lie down and take it when they don't even do it themselves! WELL FUCK YOU ALL! I DON'T NEED YOUR APPROVAL!"

"If you kill them they'll never stop coming after you. They'll hunt you down night and day, until you are dead."

"They already do! They've already tried to kill me more times than I can count! What more can they do to me? What do I have left that they haven't taken from me already?" Ben opened his mouth but could find nothing. Kevin had been put through even more suffering and torment than he had. He really had no reason not to kill them for what they'd done to him. But still he held firm, he would protect those cruel people who were about to die. "You had your way back at the train, so let me have my way here. These… 'people' aren't worth risking your life for anyway. Just stay away."

Ben's four mighty shoulders slumped in defeat. Seeing him relent Kevin turned his anger back on the thugs cowering below him, taking aim at them with his rockets. "Time to die."

He was stopped when an enormous red mass came soaring through the air to latch onto his tail boom. Looking around he found Fourarms holding on, looking back at him apologetically. "I'm sorry Kevin. I don't think we're gonna be friends anytime soon."

With that he tore the tail rotor off and jumped to the ground, leaving Kevin to spiral out of control. The helicopter crashed to the ground a few moments later, severing its rotors and its wings, the green and black covering receding from it as Kevin stepped out of the wreckage. He sent a furious glower at him.

Kevin launched himself at him, charging his hands to deliver a fatal shock. Fourarms easily batted his attack away, able to deflect the charge with some success due to his enormous mass. He soon had to defend against another blow followed by another. But even with twice as many hands he found it difficult to defend himself from the enraged youth without making prolonged contact, which was what Kevin was aiming for. Bringing both electrified hands forward he forced Ben to clamp down and stop him. The shock had little effect on the huge alien, but that was not his intention. Holding his feigned attack just long enough he copied Ben's form and absorbed it into his own. Ben watched worriedly as Kevin's body changed into another version of his.

"Alright! Let's bring on the pain!" Kevin delivered a brutal earth shattering blow to the side of his face, knocking him off balance and giving him an opening to deliver successive equally devastating punches to his face and torso. Regaining some control of the situation Ben bought two arms up to shield himself from Kevin's attacks, giving him just a moment to think.

'_The Omnitrix will time out in another minute or two. I have to deal as much damage as possible and take him down quickly or I'm dead. I have more experience with this form. He's only using his upper two arms. If I can just get on the offense he won't be able to defend well enough.'_

Relaxing his block tackle he let Kevin's punches whittle him down onto his knees, wherein he felt him give him a catapulting shove that sent him tumbling over and onto his hands and knees several feet away. Kevin smirked as he saw his opponent gasping for air in defeat.

"Man, I knew I could beat you but I didn't think it'd be _that_ easy." He mocked and he stepped over to his collapsed hulking form to tower over him. "Nothing's quite so pathetic as weakness."

"Or hubris." With surprising speed Ben latched onto his leg and showing him just how weak he was threw him straight down onto the concrete hard enough to shatter its surface. Lifting him up again he threw all his enormous strength into delivering one savage blow after another after another. Using all four of his arms to attack with such volume Kevin had virtually no hope of blocking or dodging enough to make the slightest difference. He staggered back as one after another he felt fists as powerful as freight trains ramming into him.

Ben felt his dire spirits lift slightly seeing as how the battle was swinging in his favour, until he felt an enormous flood of disorientation and vertigo, all the while his vision became spotted and his sense of balance began to slur. The mighty fighting strength he'd felt earlier gave way to light-headedness and he relented in his assault. _'Oh no. I'm still…'_

Battered and bruised by the assault Kevin looked up to see Fourarms standing as if he was drunk, while all the red of his face and skin had fled leaving him an almost light pink in colour. That was when he smiled evilly.

"You're still weak from our last encounter. You don't have the strength to fight for anything more than a few seconds. Now you're out of energy. Now you're mine!"

This time Ben could not hold his ground against his renewed attacks. Learning from his use of all his arms Kevin used both right fists to deliver one almighty blow that sent him reeling, crashing through a wire fence and sliding out across the old concrete. As he struggled to regain his footing he heard a sound that sent a wave of dread through him. The Omnitrix was almost out of time, and he was too weak to beat Kevin the way he was now.

Sensing victory Kevin dealt a kick to his ribs that sent him tumbling again. Pushing himself upright Ben fought back against the rapidly decreasing power in the device, willing it to continue for just a few moments longer. Bringing his arms up to shield himself he backpedalled more and more under Kevin's relentless assault, the beeping and flashing of the watch holding steady as he continued to will himself on. Driving him back towards the bridge Kevin found himself frowning in doubt. He shouldn't have been able to keep standing in his current shape, still drunkenly trying to hold his guard against the losing battle, delaying what he knew to be inevitable second by precious second.

He held out for another few moments before Kevin gripped him by the neck and punched him back into the concrete pillar, turning it to rubble. The shock of the impact took away the last of his strength, and with it the last of his will ran out, causing the device to time out in a bright red flash, leaving a barely conscious ten year old boy slumped face down in the debris.

"Ohhhh…" Wheezing out a groan he barely managed to begin pushing himself upright when an enormous red hand clamped around the front of his shirt and lifted him up. Kevin's mutated face smiled menacingly at him, Ben able to do nothing more than stare back at him weakly, completely at his mercy. In his gaze Kevin saw that while he had admitted defeat, and that he was afraid, he wasn't going to let him break him down any further.

"Been here before have we?" He spoke mockingly. "You're such an idiot. You think sacrificing your life's gonna make one bit of difference? I'll just kill you and then I'll go on and kill these punks."

"Oh really? What punks?"

Kevin's eyes widened. Turning around he searched behind and about him and gasped. There was no one there. The thugs were gone! They'd escaped while he was fighting him! Turning back on him he gave a low snarl of anger, Ben steeling himself for whatever came next. Kevin grabbed his arm by the device and held it out for him.

"That watch is what gives you the ability to turn into those aliens. How do I take it off? Tell me now!" He watched and waited for a response but nothing came. Ben shut his mouth and stared into his eyes in quiet defiance, knowing that he had to do anything possible to avoid being killed. Seeing him unwilling to yield Kevin directed a thin stream of electricity through his hulking arms into the smaller boy's body.

Ben wrenched his eyes tightly shut and screamed in pain. Through the first moments of the torture he remembered the time his mother had intentionally burned his hand with a clothes iron, and the sheer horrific, mindless pain it had caused him. That same pain now tore through every nerve throughout every part of his body. His skin felt like he'd been immersed in boiling oil, his muscles and vertebrae twisting and pulling apart, while his organs felt like they were being filled with some deadly poisonous gas. Of all the physical agonies he'd had to endure in his life nothing had ever come close to what he was experiencing. He couldn't even stop himself screaming out. But despite this even as Kevin smiled while watching him suffer he began to see him fighting back and winning against the pain. His screams became howls and his face lost the look of fright and distress to take on a visage of hardened endurance.

He released the current going into him when he looked off to the left to see an old man in a red shirt coming to a halt facing him, a young auburn haired girl standing worriedly beside him. His eyes widened noticeably when he saw Max. When Ben saw them his eyes grew concerned. Kevin, putting two and two together, quickly sought to exploit his new found weakness.

"So this is your family. That girl, I can see she means a lot to you. Tell me how to get it off or I'll torture her in front of you." Ben looked to Gwen and saw that she was scared. Whatever happened to himself didn't matter, but how could he hope to live with himself if something happened to her? So at last he relented, closing his eyes in defeat.

"It doesn't come off. We've tried to get it off and none of us know how. We can't help you."

Kevin judged his reaction, and reasoned he was telling the truth. If he'd told him originally there would've been no reason to keep him alive at all, and combined with the threat of seeing his loved ones suffer, it would have been a bad decision to lie.

"Oh well. Plan B then, I'll just tear it off with your arm still attached!" He grinned maliciously as he tightened his grip around the watch, the other hand clamping around his shoulder. Ben's face seemed to lose what colour was left in it. His breath caught in his throat as Kevin began to pull and wrench at his arm. From out of the corner of his eye he saw Gwen and Max looking on in horror. Kevin twisted and grappled with the watch violently.

"You don't know what you're doing! You don't know what that's going to-"

"Shut up!"

He should have listened. A blinding green flash hit his eyes moments before a wall of energy hit him throughout the body, sending him careening back into the concrete slab, rending it to pieces and bringing the entire bridge section down with him. Before the dust had even settled Gwen rushed headlong through the debris to where Ben now lay on his back, Max coming up just behind her. Struggling against the pain and weakness in his limbs he pushed himself up on his arms as Gwen knelt down and placed her arms around him protectively, supporting him in his weakened state. He looked up to her, seeing her looking at him with care and concern in her features, feeling the gentleness of her comforting embrace as she held him. All his life he had longed for someone to care for him the way Gwen cared for him now. Standing above them sheltering both her and himself was his grandpa Max, acting as a protective vanguard against anyone who would dare try and hurt them. He was loved. After so long he was finally loved.

Hearing the sound of broken slabs of concrete grinding and falling against each other they looked across the empty expanse to see where Kevin had landed. When the air cleared they saw his opponent staggering amongst the pile of debris, the red mutations having receded leaving him human again. Heaving out a groan he looked up to see Ben lying back, with Gwen cradling him in a protective embrace, Max standing guard beside them. He grimaced hatefully at the sight, cheated by the fact that his enemy had people who cared about him while he didn't. Glaring at Gwen especially he raised an arm to send a blast of lightning at her.

His eyes widened in alarm when nothing responded. Panic stricken he raised his hands to see, all the while trying to call on every bit of the energy he'd stored up to his palms, finding nothing.

"NOOOO!" Looking up he glared at his enemy where he lay. "You idiot! You really think they love you? They act like they love you now but just you wait! They'll betray you in the end, just like they betrayed me!"

Kevin sent a hateful look towards Max as he now chose to advance, placing himself sternly between him and his charge. He gave the rogue boy a hard stare as if to warn him against saying any more, right before he turned and fled into the dust and debris.

Ben looked up to Max questioningly. "What was that about?"

"Nothing. You don't have to worry about him anymore." He returned to his side, kneeling down beside him as Gwen helped him upright again.

"Grandpa… What he said… You wouldn't, would you?"

"Ben, I assure you Gwen and I will never let you suffer alone like that. We will always be there for you." Placing a hand reassuringly on his shoulder he smiled kindly down on the boy, Gwen still holding him affectionately as he gazed back wide eyed. "I promise we will never betray you, or lie to you, or abandon you when you need us. I give you my word."

The big man smiled warmly as Ben's eyes began to shimmer and tear up. Reaching in he picked the boy up in his arms and, Gwen in tow right beside them, made their way back to the camper, all of Kevin's rambling taunts thankfully discarded. And yet as Max carried the weak boy back he couldn't help but spare an uneasy secondary glance back to where the other youth had disappeared.

* * *

><p>It had begun early that morning before dawn. Somewhere in the back of his head the voice called to him, taunting him, telling him it was coming to get him. Grandpa Max assured him it was nothing, though afterwards he appeared abnormally focused towards getting to Mount Rushmore. After living with the abuse of his family and his classmates for ten years he knew when somebody was lying, and Max it seemed was not a particularly good liar.<p>

His suspicions were proven correct when he encountered a city with columns of smoke rising in places. Against his guardian's orders to stay put he activated the device on his wrist, changing his body into a sleek blue and carbon creature and shot out in search of the cause. When he entered the downtown area of the city he found a scene of devastation. Entire office blocks and apartments had been laid to rubble, while other areas were engulfed in a sea of flames and boiling black smoke.

There were bodies. Human beings lay dead in the streets. Worse he could hear the piercing screams of those who were not so lucky. How many people had been horribly burnt, or had arms and legs torn off, or eyes stabbed in by broken glass? What about the family members, friends, doctors and nurses who would have to try in vain to help these people who were screaming uncontrollably? He felt sick.

An explosion just a few feet away drew his attention back to the matter at hand. Dodging one blast after another he looked up, seeing half a dozen of the circular drones he'd encountered on their first night. Racing up the side of a ruined brick building he jumped across towards the nearest one. Extending his razor fingers he delivered a slash through the eyes and up through the back as he landed, which he guessed correctly was a weak spot in the armour. Taking off toward the next one he repeated this over and over, disabling and destroying all six of them, as well as the four that came to back them up.

Standing atop an undamaged office building he looked out over the battlefield as another sight caught his eye, an enormous studded metal ball rolling its way through the city streets, crushing everything in its way. He watched as the revolving sphere raced for the base of the building he stood on, ploughing through it and tearing out its supporting columns as well as everyone on the first three floors. He wavered for balance as the building buckled and fell, escaping to ground level just in time to avoid being caught in the wreckage.

'_How many people were in there?'_

While he was distracted a glowing energy net caught him and flung him across the street to pin him upon the wall of another building. He struggled, and found to his luck the top left spur hadn't fully buried itself in the brick surface. But he wasn't going to use that yet. He watched as the revolving ball rolled up to him and stopped, opening up a compartment for a single very important passenger.

Out of the giant vehicle an enormous imposing figure descended to stand before him. It scowled, looking down on the smaller creature trapped against the side of the building with contempt.

"**So this is the one who has taken what I have sought for so long."** The powerful figure flexed and extended a hand. **"I am Vilgax, future conqueror and ruler of your pathetic civilisation, and you have something that belongs to me. Hand it over and I will be merciful upon your worthless race."**

"_Vilgax huh? So I take it you're the one responsible for everything that's happened here today, is that correct?"_ As he grilled the enormous tyrant he subtly began taking stock of how he was built, where his muscles connected to bone, analysing potential weaknesses according to what he knew of the human body. Vilgax gave a sound like a snarl.

"**Do not tempt my wrath wretched little creature. Do not forget you are dealing with an entity far greater than your primitive brain can possibly conceive. Now surrender, or I will lay waste to your pathetic-"**

"_What makes you think you're so much better than us? What do you do that makes you so great? You kill people, and you wipe out whole civilisations, oh that's wonderful. All you do is spread suffering and misery and horror to innocent people who've done nothing to harm you! How dare you come here and kill these people then call yourself superior!"_

Revealing his deception he dropped the loose clamp and tore away in a blue blur of motion. Vilgax stared shocked at the empty net before a lightning fast blow to the exposed base of his skull knocked him into a daze. Staggering in a blinding haze of confusion he planted his hands on the building for support. Immediately he gasped and roared with pain as a number of small sharp talons sliced through the armour on his left side leaving a number of shallow gashes in his green flesh, grunting again as a similar line of scratches appeared on the right, each time targeting where the armour was most likely to be thinner. A second later just as his vision returned he caught sight of XLR8 hurtling at him along the side of the building at face level, talons extended.

"**GAAAHH!"** Closing his eyes just in time he recoiled as the creatures claws left a number of gashes across his face and eyelids. Opening his eyes he found his vision clouded over by turquoise blood.

Ben skidded to a halt in the street behind him just outside a damaged service station that was partially on fire. So far every one of his attacks had proven successful, at least somewhat. His opponent whirled around to glare at him in rage at his damaged pride. This only worked to his advantage, knowing an enraged opponent was more likely to make a fatal mistake he could exploit, or fall for his improvised trap.

"_You want more? What happened to all that tough guy pride from before? Or maybe you're not the great murdering tyrant you said you were."_

It hadn't been hard to rile the giant fascist up. Heaving out a great bellow of rage Vilgax charged. Instead of moving out of the way Ben held his position amidst the towering columns of flame from the broken fuel wells, waiting as he drew closer. When finally he arrived at the edge of the fuel station he darted across to his right, circling around to the giant's side, where he propelled himself at his leg, landing a bludgeoning blow to the side of his left knee. With his support knocked out from under him Vilgax fell front first into the blazing fuel, breaking open more wells to feed the inferno. Despite the heat that singed at his leathery tentacles be groaned and began to push himself upright.

"_Vilgax!"_ Twisting his bloodied head around to the side he looked out to where XLR8 stood amongst the debris in the ruined street. _"You underestimated me."_

Tearing off again he came at him in a jagged line, tearing his fingers through the breathing tubes to his mouth, before he turned and went for the large gas tank suspended above the ground behind him, slicing his fingers through it like it was made of paper. He barely managed to escape as the gas escaping the cylinder came into contact with the flames of the bowsers.

In an instant the service station and everything within fifty metres was pulverised by the pressure. XLR8 was caught from behind by the shockwave and hurled off his skates, tripping and skidding to a halt across the debris strewn road as yet more scraps of concrete, metal and brick rained down on him. The watch timed out, releasing him back to his human body as he began to recover, shielding his face as he looked back to the flaming mushroom cloud rising over where he last saw his enemy.

Turning around as he heard the sound of screeching and swerving Ben saw as the Rustbucket lurched its way down the street and pulled up beside him, Max swinging the door open for him. "Get in!"

He complied, closing the door as Max got back in his seat and powered off in the direction they'd come. Gwen stared out the back window in amazement at the sheer destruction, the pillar of smoke rising ever higher from the gas station and the burning buildings and cars. Dusting off the bits of rubble and concrete dust that clung to him Ben immediately set to work.

"You knew." He stated simply to Max as he drove on. "You knew all about Vilgax right from the moment I told you."

"You're right Ben. I'm sorry you two but I haven't been completely open with you about my work as a plumber." A blast occurred on the road behind them. Looking back they saw two surviving drones hovering in pursuit. Max immediately began to duck and swerve across the road. "Gwen you see that cupboard up on the right above the beds? Open it."

She followed his instructions, grasping the handle to steady herself as they swerved. She tried opening it. "It's locked."

"Twist the handle."

Sure enough when she did the door opened downwards. She gasped at what she saw inside, a black M16 rifle with an underbarrel grenade launcher. "G-Grandpa…"

"Hand it to me." He held out his hand while driving, the drones still in pursuit.

Hefting it out tentatively she staggered her way past a wide eyed Ben and deposited it into his waiting hand. Taking a sharp right hand turn down a city street he bought the camper to a screeching stop. Standing he made for the door, stepping out with the rifle held lazily in one hand as the kids watched nervously behind him while the drones rounded on them from behind another building. Raising it up to his shoulder he took aim.

"Say hello to my little friend!" He fired the grenade launcher, the first drone exploding and disintegrating in a fiery show of force.

Taking a moment to stabilize itself after the blast the second drone set off towards them again. Taking aim at it Max let loose a blasting, blazing string of high velocity rounds, each hammering through its armoured surface and smashing through its internals. He fired again, each burst striking home on the staggering machine as bit by bit its mechanical components were rendered inoperative. After a fifth blast the metal creature caught fire and dropped from the sky, the flames growing in intensity until they began to incinerate its bullet riddled carcass.

"High velocity armour piercing incendiaries." He relaxed his hold on the weapon as the two watched him wide eyed. "Tungsten carbide core, capable of penetrating thirty millimetres of steel armour plating." Turning to them he looked sheepishly. "I guess 'plumber' wasn't quite the right word for my profession."

"**TENNYSOOON!"**

They looked back to where the drones smoked as the enormous alien from before strode through the smoke, glaring at them furiously. He was visibly in bad shape. The blast had destroyed the previously damaged breathing apparatus around his mouth, his left shoulder armour nearest the gas tank had been blown off, and he was covered in numerous cuts and injuries that bled copper. He was also walking with a noticeable limp. As he saw his old enemy he came to look over the two new additions, and noticed it was Ben who the device had affixed itself to.

"**The Omnitrix is in the hands of a mere child?"**

"Don't forget this mere child just defeated you moments ago and I didn't even break a sweat." Ben walked out to face him. "If I wanted to I could have ended your life then, but I deliberately spared you. Don't try your luck."

"**How dare you threaten me! You think you have the power to defeat me again? A child like you would never be able to gain full control of the Omnitrix's capabilities!"**

"Oh? In that case, I wouldn't be able to do this."

To everyone else's surprise a green flash occurred without him ever touching the device. Out of the flash came Stinkfly, racing and weaving his way up to him to blast the front of his armour with his vile slime. Vilgax recoiled in disgust before trying to swipe at him with his right arm. Ben easily dodged him, noticing that his left arm for whatever reason wasn't joining in, having been crippled by the blast. Ducking and diving and flying in rings around Vilgax's head he waited for the acid to do its job, keeping his enemy busy so he couldn't wipe it off.

A glancing blow managed to knock him back towards where he started out from. Surveying the damage to the front of Vilgax's armour he saw its black surface blister and dissolve away, weakening it in a wide area across the front. Grimacing Vilgax wiped the offending substance away and charged, ignoring the damage to his left side. Seeing his opportunity Ben lowered himself and took off, flying for him as fast as his thin wings could take him. Watching as his target came closer and closer he waited and judged the timing for his move, then acted.

Another green flash and Vilgax suddenly found Fourarms hurtling towards him side on. Extending one elbow he roared a battle cry as he struck the centre of the weakened armour. It broke like porcelain. Vilgax's eyes bulged in shock and agony as he felt his ribs break and blood vessels rupture. He gagged and threw up more copper green blood which splattered across Fourarms' face. Not stopping even as he and his opponent went sailing backwards he reared his left upper arm back and delivered a brutal punch to the centre of his face, which ploughed him straight into the road surface.

Battered, broken and bleeding internally Vilgax sputtered a groan. Never in his life had he been so thoroughly and totally defeated, and with such efficiency and practical ease. And by a human child! Craning his eyes towards his feet he watched feebly as Fourarms strode up to him, undamaged save for having his blood on his face.

"Like I said before, you underestimated me. I've trained long and hard with this watch since I got it. It didn't take long for me to learn how to gain access to the master control." A green flash occurred again, revealing Diamondhead with his face still covered in turquoise blood. Extending a hand he formed it into a sharpened penetrator. "I could just as easily have killed you, but I didn't wanna attract unnecessary attention to this planet by killing a deranged tyrant, so I'm gonna let you crawl back to whatever place you came from. Just remember if you ever come back," He extended the blade towards his face menacingly, "I will take your head."

Mercifully another drone came in to assist its fallen master. Dragging himself back he reached up and grasped onto the top of the machine with his one good arm, keeping his face turned away to hide his humiliation as it lifted off and returned to his ship. Gwen and Max both gazed at him astonished as he returned to human and walked back to the camper van.

"How did you do that?" Max asked with interest. "The Omnitrix is an incredibly advanced and complicated piece of technology. It doesn't come with any manual. How did you figure it out?"

"Just time and patience. I train with it at night when everyone's asleep, learning how to use it until it became second nature. Eventually I figured out how to do it just by thinking about it, but I didn't wanna give away how far I'd come with it to my enemies, so I kept it a secret." He explained, flicking off a bit of Vilgax's blood from above his eye. It unsettled him slightly that he was still covered in another person's blood. "Speaking of which, how did you know about all this?"

Max sighed and motioned for them to get in. "I'll explain it all to you along the way." Stepping in Ben took the bathroom and began cleaning himself off while Gwen took the passenger seat in the front. Max started the engine, looking up to the sky where Vilgax had disappeared to, thinking quietly.

'_I never would've thought he'd get so good so quickly.'_ Another thought occurred to him. _'I could use this.'_

"Grandpa?" Gwen asked bringing him back down. With Ben returning from the bathroom he let the clutch out and swung the heavy vehicle around to continue on to Mount Rushmore the way they'd been going before.


	3. The Second Month

**The Second Month.**

The first few weeks of their vacation was in all reality the best time of Ben's life. Though the days were often hard and fraught with danger, all three facing close brushes with death and pain on a near daily basis, they always pulled through, and always as a result of looking after each other. As a result they had each come to grow close personal bonds between themselves. For Ben, who had always wanted nothing more than to simply reach out to someone, to be able to have someone there for him to just talk to, it was the happiest he'd ever felt. It was the first time in his life he'd ever really felt happiness.

For the first time in his life he felt real hope and more. He didn't have to worry about waking up to face a beating by his parents or his classmates. He didn't have to worry about being hungry all day, or being scorned by his teachers, or shamed by his grades not measuring up. And he didn't have to worry about being permanently labelled a loser, a worthless waste of oxygen, an outcast unworthy of the basic human dignity and respect everyone deserved. All of a sudden he'd come through. All of that was behind him now and the only way to go was up.

Ben was so intoxicated in his new found hope and happiness that at first he didn't notice the cracks as they began to appear. Drunk on his own joy he had forgotten that people didn't change so easily. And even when he did begin to see the surface cracks as they spread out across his new life, nothing could have prepared or saved him from what was to come, because though he didn't know it at the time, his days of feeling happiness were not going to last.

* * *

><p>Today Ben had tried something new for the very first time. Earlier that day he'd seen a long line of people outside a store selling video games, something about a new version of Sumo Slammer. What could be so amazing that it would draw a crowd like that on its first day? To his amazement Max gave him fifty dollars and told him he could buy it if he wanted, so after much joy and excitement… and waiting patiently, he arrived back at the Rustbucket and began to play a video game for the very first time.<p>

After figuring out the controls and advancing through several levels of bludgeoning and pounding he came to his conclusion.

"Well this sucks."

What was so fun about a big Japanese man beating vast numbers of bad people to death? First, he'd been on the receiving end of plenty of beatings and it wasn't fun then. Second, he'd been beating the living crap out of bad people in real life and it wasn't fun then either. The memory of Vilgax's blood on his face flashed through his mind again.

'_Grandpa would be disappointed if he found out he spent all that money on me and I didn't even like it. Maybe I can take it back and get it exchanged for one of those Need for Speed ones with the cars on it. Cars are fun right?'_

The door burst open revealling an enraged Gwen.

"Are you demented? Going alien just to get a stupid video game?" She snapped as she stood inside the doorway ahead of Max, glowering at him in palpable outrage. He looked back to her wide eyed and stupefied.

"… Uhhh… Did I miss something?"

"Don't play dumb with us! Though I guess you can't help it. We were there, we saw you going crazy as Fourarms on those police! You almost got us killed!" Now he was really stupefied. Setting the game console down he turned to face her, rubbing his forehead with his hand.

"I don't understand, what are you saying?"

Looking exasperated back and forth between her grandpa and Ben she spied the television and an idea came to her. Seizing the remote she turned up the volume, grabbed Ben roughly by the hair and pointed him towards the screen. Within moments his puzzled expression had been replaced by shock.

"That… That's not… That can't be me! I came straight back here after I got the game!" He sputtered out aghast as Gwen scoffed. "Check the security footage if you want. I would never do something like that! You know I wouldn't… right?"

"Oh of course you wouldn't, not when you can humiliate me by being seen with me in public and drag me down to your level of-"

"Now Gwen that's enough." Max said hoping to stop her from escalating the situation, seeing the surprised and wounded look on Ben's face at the scornful glare and acidic words Gwen sent him. Pulling himself together from the low blow Ben set his features.

"Let me prove I'm innocent. Let me track down whoever did it, that way we can figure out why and stop it from happening again." He spoke, seeing Gwen reluctantly relent to his reasoning. It struck him as odd that he had to prove himself innocent when the onus of proof was supposed to rest on those who were accusing him, but he put the issue aside as he set out the door towards where the crime had taken place.

Once he reached the ruined games store it hadn't taken him long to find the one who did it, chasing him on foot through an alleyway. Following him through the buildings he came out the other side facing the mint. There he saw the red skinned man disappear within its walls. _'He's leading me. Why is he leading me?'_

Growing ever more suspicious he made his way inside even as Gwen and Max struggled to keep up. Slipping past security he began combing through the facility while the other two congregated within. It was there that Gwen mistakenly stumbled across a rampaging Heatblast and automatically began to angrily denounce his behaviour, until Ben showed up behind her. Stepping in just in time he shielded her from his flaming blast as Diamondhead, giving them the chance to back away safely.

First Fourarms, then Heatblast, at the exact same place and time as each other. Now all the pieces slotted in for him.

"It's good to see you're still alive, Kevin." He addressed the rogue grimly. "And still making all the wrong decisions."

"Well well, you knew it was me. I'm kinda surprised considering you were too stupid to join me in the first place." Kevin gloated.

"You absorbed the aliens within the Omnitrix when you attacked me. Now you can switch between them whenever you want." Diamondhead surmised.

"Not exactly. There's one form I can't use, my own." Kevin grizzled with resentment. "I can't turn back to human for anything more than a few seconds. And it's your fault."

"My fault? Tell me Kevin, who was it who tried to kill hundreds of innocent people so he could line his own pockets? Who tortured a person and tried to tear their arm off after he tried to help?" Who was-"

"Shut up! I don't have to listen to you!" Now he smirked. "Besides, time's almost up for you anyway. Those guys with the guns think I'm you, and I've been very busy since we last met. They'll be here any moment now to kill you and send your remains to Area 51."

Ben looked up at him in dismay. He had tried to help him. He had tried to reason with him. And still he blamed him for things he himself had done. Why? How did he justify his actions? The feeling of betrayal made him burn inside. But he had no more time to wonder on the injustice, he could already hear the helicopters and stomping boots closing in on him.

Kevin grinned spitefully at the sound. "Time for you to pay."

"For what? You were the one who tried to kill hundreds of people."

"That's your problem now." Taking a deep breath he blew a searing ball of flame that engulfed the crystalline Ben, making him stagger and shield himself. By the time the flames blocking his vision cleared Kevin had transformed into Stinkfly and before he could stop him broke straight through the glass roof and escaped. With Kevin gone the armed men from before stormed in and surrounded him, taking aim at him with an array of high tech weaponry. He noticed several armour piercing rifles levelled at him, possibly powerful enough to break through his hardened exterior.

He sighed from deep within as he prepared for the fight that was to come. _'Why does it always come to this?'_

* * *

><p>"Let me guess, you only wanna help me?" Diamondhead Kevin sniggered spitefully as Fourarms glared at him. But this time something inside was telling him he was out of his depth, and that he had awakened a sleeping dragon.<p>

"Yes! That's all I ever wanted, to help you! I gave you a way out! I gave you the chance to live a normal good life, AND THIS IS WHAT I GET!" Lunging at him before he could even raise an arm to shoot Ben landed a dozen sledge hammer blows across Kevin's face and abdomen. Even with his hardened skin the blows did their damage, a network of deep cracks snaking through his face and body. He fell easily, struggling to block out the waves of pain while furiously scouring his mind as to how his most hated enemy had become so much stronger than when they last met.

"What was your big plan Kevin? You go terrorise a few people, steal some petty cash, just so you could take out your wounded pride on me?"

"Nobody's innocent! They just haven't had the chance to make fun of me yet!" He spat in response.

"THEN HOW DO YOU EXPLAIN ME! WHAT DID I EVER DO TO YOU THAT YOU DIDN'T DO TO ME FIRST?"

Picking him up he repeatedly slammed him down against the red bridge support. For the first time Kevin began to feel afraid. Only now with Ben consumed by rage did he realise he had opened Pandora's Box in making him his enemy. He had expected him to be weak, gutless, incapable of being anything but a mindlessly submissive pawn to the organisation he despised. He was wrong.

Pinning him by the throat he snarled enraged into his face. "You never did answer my question. Who was it who tried to murder hundreds of people so he could line his pockets? Who tortured and tried to tear a person's arm off after they tried to help? Who was it?" He demanded, tightening his grip whenever he refused.

"Shut up!"

"Who was it!"

"Kiss my ass!"

"ANSWER ME!"

"It was me! It was all me!" Kevin relented at last, but then smirked. "But you know, so what? Why shouldn't I kill and torture people just to line my pockets? I don't care about them. I'm the only one that matters!"

Willing a long crystal blade to form in his right hand he slashed at Fourarms, only for him to catch it and wrench it out of his hands. He bought it down on Kevin's head, shattering the blade to pieces and sending him into a daze again. Desperate for space and knowing he couldn't win against him hand to hand Kevin morphed into Heatblast, hitting Fourarms with a blistering wave of flame. He saw the red figure stagger back trying to shield himself against the blast furnace, before his view of him became blocked by the flames.

As soon as he lost sight of him he was shocked to find an enormous armoured yellow ball rolling straight through the flames towards him. He jumped, just in time to avoid getting crushed, but not high enough to avoid the new alien as it unfurled and latched onto his glowing legs with an enormous clawed hand, slamming him back down on the other side of the cable. Struggling upright he barely managed to avoid a swipe from his claws, still trying to grapple with him being able to change forms at will even as he stumbled back in retreat.

Delirious with panic and rage he changed again to Stinkfly and immediately tried to escape to the air. Before he even made it a dozen metres away he was hit from behind by a hardened weight. Looking around he found himself confronted by an identical creature save for the Omnitrix symbol to show it was Ben. Thrashing about in a mindless attempt to escape he only served to slow himself down, allowing Ben to land another blow that broke his wings and sent him careening back to the bridge support below.

Frantically trying to stand even as Ben landed and changed back into Fourarms he struggled to find someone he could change into who would have the advantage. Kevin racked his brain for a plan, anything that would save him, but found nothing.

Suddenly he felt weak. A wave of nausea and light-headedness struck him and he fell to the deck. With his arms and legs out to support himself he watched as the pale green alien skin receded, replaced by his old human skin and hands. He stared at himself in shock; the power he had received from the Omnitrix had run out. He was powerless. Looking up in terror he cowered as Fourarms approach to stand before him, looking down on him with grim judgement. Another green flash overtook him, and to Kevin's surprise Ben stood before him, a humble and gentle contrast to the powerful and terrifying alien warriors who had so thoroughly crushed his ability to fight back.

"Why do you do this to yourself?" Ben asked sadly. Kevin frowned.

"What?"

"Why do you insist on destroying your own life? You constantly blame everyone else for the mistakes you've made. You constantly wanna drag everyone else down to make yourself look and feel better off in comparison. How's that been working for you anyway?" He stared hard at the dark youth as Kevin gazed back in silence. Ben turned away. "I'm letting you go, just this one last time. I'm giving you yet another chance because I believe there's still hope for you yet. After this you're your own man, what you do will determine how your life turns out. I suggest you learn from your past mistakes because this is my last act of mercy for you. Next time I will not be so forgiving."

Kevin stared dumbstruck. After everything he had seen before, how he had been brutal and merciless in defeating him how could he even think of letting him go again? How could he go from being so tough back to being so spineless and weak? And suddenly he was sniggering, holding his sides as he opened his mouth and laughed hysterically, Ben turning back to him in wonder.

"AHAHAHA! HAHAHA! I don't believe it! You are such a chump! Oh god, and I thought you almost had a chance against them! HAHAHAHAHAHAAA!" He racked and shook madly as he laughed as Ben watched on disturbed.

"What are you talking about?"

"Hah hah! You're so mindlessly trusting! You're like a sheep! I bet you didn't even know that old guy Max is a liar and a backstabber, do you?" He smiled sadistically seeing Ben's confused expression. "Yeah, I thought not. Oh I could tell you some things about Max Tennyson and his Plumber buddies I bet they'd never told you."

"How do you know about the Plumbers?"

"My dad was one of them. When he first found out about my abilities he handed me over to them the first chance he got, I never saw him again until years later. They locked me away in a cell and treated me like an experiment. I was five when I first met Max. He was nice, he befriended me. He became my only family. I even called him grandpa just like you do. He and the other Plumbers trained me, taught me how to use my powers. I trusted them with my life." Kevin's eyes were heavy and dark as he spoke, though the mad little smile persisted.

"When I was eight they sent me out into the world for the first time since I had been locked away, to fight a monster that had escaped them. It was a test of my abilities, and I surpassed expectations, but after seeing the outside world I started to not want to live in a cage. They sent me on a few more missions, fighting for my life and getting another glimpse of the outside before they locked me away again. I told them I wanted to be free, but they didn't like that. One day I tried to escape their base, but I failed." Now his deranged expression wound up even further.

"They locked me away in a tiny cell. They tortured me, starved me, drugged me, deprived me of sleep. The torture would go on for days at a time, trying to break my will to resist, to think, and throughout every horrible session it was always Max that was leading it! He was always watching me, watching and listening as I screamed and begged for his help and his mercy, my own grandpa! Eventually they gave up and tried to gas me in my cell. I turned the gas on them. You should've seen them as they writhed, as they coughed and shook and vomited up blood, as their eyes bled and melted out of their sockets! It was while I was walking through the base on the way to the exit that I saw the despicable man who had bought me there in the first place, my father. I looked into his melted eyes and told him it was me, before I watched him drown in his own blood."

Ben was horrified. It couldn't be, it just couldn't be true! But the crazed grin on Kevin's face spoke not of someone who was lying, but of someone who had seen these things first hand, and had enjoyed it.

"I thought Max had died gurgling in agony on that day, until I saw him with you at the bridge, and I just knew that he had hit the jackpot with you. Blindly submissive idiot, you're so desperate for these people's acceptance you probably won't even realise you've been had until they're waterboarding you. Heh heh! Hah hah hah HAH HA HAAA!" He writhed and cried out with mirth at his expense.

"So what now? You just gonna let me go and assume that I'll do the right thing? Pathetic. Do you even realise how many people I've killed? I lost count somewhere around sixty! But you just forgive and forget. No matter how bad a person is it's always forgive and forget with you. With that big a target on your forehead it's no wonder you're a loser, a perpetual doormat for the rest of the world to make themselves feel better in comparison!"

By now Ben had had enough. There was nothing to be gained by listening to Kevin's rambling any longer. He turned and made to walk away. Kevin smiled evilly seeing him with his back turned. Focussing all his will he used the last dregs of his power to form a long razor sharp Diamondhead crystal a foot long in his hand. Brandishing it tightly he rose to his feet and charged.

The sound of Kevin's running steps coming up behind him registered in Ben's mind only a moment before he felt an agonising pain in his abdomen as something punctured his body. Opening his mouth he gaped silently as he felt him ram it deep into his body, impaling his vital organs and blood vessels. He couldn't speak, couldn't breathe as the shock and the pain overwhelmed his ability to reason. Collapsing he touched a hand to his back and felt something large and solid protruding from where his liver resided, along with a wide area that was quickly getting soaked in his blood. He recognised the object by touch alone as a crystal. As he lay bleeding on the deck he looked up to Kevin who smiled down on him spitefully.

"You should thank me really. At least now you get to die without also going through the betrayal of your so-called loved ones." He reached in and held his fingers above the Omnitrix, a thin arc of green lightning jumping between the two as he recharged his powers. "You should've listened to me the first time Ben. You can only ever care about yourself in this world, because no one else will. That's how it's always been with outcasts. We could've lived like kings, but instead you chose the life of a loser, and this is always how it ends for losers."

Sensing the troops below taking aim at him with their laser cannon he willed a set of Stinkfly wings to extend out of his back. Smirking one last time he dived off the bridge, disappearing out over the shimmering black water of the bay beneath the night sky.

Ben gasped for breath, feeling himself getting weaker from the blood loss. He would die soon if he didn't close the wound but it would take an hour for any emergency crew to reach him so far up. Sensing the blackness of death closing in on him and his desire to sleep growing more difficult to resist he turned to the watch for answers. So far as he knew though none of the aliens had advanced healing abilities, and even if he did manage to find one, he also needed it to be able to get him away from the waiting SACT unit below.

Cycling through one form after another an idea came to him when he reached Upgrade. _'He's made up of nanomachines. It's just like metal sand and can be deformed and return to its original shape easily. It's my only chance.'_

Depressing the dial he held onto his remaining strength as his body changed into a shapeless liquid computer. Looking around at the offending object he saw the crystal still lodged in his back, the blood around it having turned black and green with the rest of him. Willing the hole to open he watched as it fell out onto the deck, where he then swatted it over the side to fall to the water below. Reforming himself he closed the gaping hole in his abdomen until nothing was left of the near fatal wound.

Still weak he dragged himself over to the side of the bridge, where he flattened himself out as best he could to catch the air, then pushed off over the side. Controlling his descent he glided out over the bay back towards where they had come from in the Rustbucket. Disappearing into an alley between two buildings he collapsed on the ground returning to human, revealing that while the wound had closed, his shirt was still stained with blood and his face bone white from the ordeal. He passed out there between a Chinese restaurant and a skip.

* * *

><p>"LITTLE BASTAAARD!"<p>

His eyes shot open in terror. That voice, that horrible cruel bark. His father!

'_What the? Oh god no! It can't be! NO!'_

Horrified he sat up. He was in his bedroom. Grandpa and Gwen and the Rustbucket were nowhere to be seen. His vacation, his escape from this hellhole, it was all a dream! The door flew open violently and to his terror his furious father stood glowering murderously at him.

"YOU DIDN'T BRING IN THE FUCKING PAPER AGAIN! YOU LAZY FUCKING LITTLE SHIT! I'LL SMASH YOUR FACE YOU LITTLE BASTARD!"

"No! Oh god!" He cried in dismay as the seething man strode in with his fist reared back to hit him

"NO!"

Suddenly his father and his fist were gone. His room was gone. All around him was dark. Sitting up and breathing rapidly he struggled to see in the darkness of night. Through the light of the moon coming in he could just make out the interior of the Rustbucket, along with Grandpa and Gwen still asleep nearby. It had been a dream, nothing more than a nightmare generated from his scarred subconscious.

But the sheer terror he had felt, that had been real. Sitting on the edge of the bed he gasped for air as a cold sweat broke out over his entire body. His hands were shaking, and he couldn't make it stop. The sound of his savage roar and his clenched fist coming at him flashed through his mind again, and he started to cry, putting his hand to his face to hide the tears that spilled out down his cheeks. Ten years spent struggling to survive under their physical and psychological abuse, and only now, after he had felt what it was like to live like a human being, was he beginning to realise how much damage they had done to him. But he was safe now. Grandpa and Gwen had sworn to him they would never hurt him, and his mother and father were long gone.

His tears stopped and he looked up when he realised something that filled him with a hideous black dread. His vacation was already half over. In less than two months he would be handed over back to them, and they would more than certainly make sure they made up for lost time.

* * *

><p>It had already been a few days since he'd had the realisation, and it burned away at him at all times in the back of his mind, always there, reminding him that if he didn't figure something out soon then his worst nightmare was going to come true. Currently they were parked outside a large shopping centre. Gwen had just left them to go see what she could find, leaving Max and him back at the camper. Max looked over from the drivers seat, seeing Ben sitting at the table with his head down and his arms wrapped around each other in a troubled visage.<p>

"Ben. Is everything alright?" He asked seeing the boy look up, the worry clearly evident in his blue eyes. He lowered his face away from him again.

"It's difficult. I… I don't know what to do." Rising from the drivers seat Max made his way to sit opposite him.

"Whatever it is you know I'm here to help." Seeing him there and willing to listen Ben gradually opened up.

"It's about my parents." He spoke softly. "I've already told you what they do to me."

"They beat you and put you down. That's why I took you away on this vacation."

"Yes but it won't be long now before I have to go back. I only just survived the first ten years because you promised me you'd take me on this trip. But now that I've felt what it's like to live without having to worry about what they're gonna do to me I…" Ben looked to him again in desperation. "I can't go back there! They're monsters! I won't survive it again!"

"Now Ben you know how the saying goes, you can choose your friends but you can't choose your family. We each have our battles to face and this happens to be yours. If you stick through it who knows, maybe they'll come around."

"But it's been ten years and they haven't come around! No matter what I do it only gets worse! I don't deserve to have to go through this again!"

"Well I'm afraid there's not much I can do for you Ben." Max replied apologetically. "You'll just have to tough it out as you always have. I know you can do it."

"But I can't tough it out anymore, and there is something you can do. I could stay with you. I could work with you and the Plumbers. Mom and dad won't even be sorry I'm gone and I'll finally be able to-"

"No, Ben. The answer is no." Max spoke, cutting him off. Ben stared at him in shock and disbelief.

"What? But you know what they're like! You know what they'll do to me if I go back! I can't face that again!" He stammered out, but Max simply closed his eyes. "If you could just take me in I wouldn't have to live like that anymore. Grandpa I need you to do this for me, please."

"I said no Ben. They are your parents, so they are your responsibility. It is not my responsibility to raise you. I don't have the time to carry around a child. Besides, if you've made it this far surely you can continue." He answered apologetically. Ben looked at him in dismay.

"How can you say that? You're my grandfather! You're supposed to care! And you're retired, you have all the time in the world!"

"That as it may be, it doesn't change a thing." Seeing his grandfather becoming more and more dug in, crossing his arms over his chest like a wall, Ben began to grow ever more desperate. Kevin's words about the man occurred to him in the back of his mind, and though it went completely against all sense considering what he'd told him of their treatment, he made another plea.

"I won't even have to live with you. I could live with the Plumbers. They could train me and I could fight for you. I wouldn't even be eating your food. I would live separately and wouldn't intrude on you at all." His hope slowly faded as Max's sorrowful guise began to disappear, and the wall he used to block him out seemed to grow ever thicker. "You promised you'd never allow anyone to hurt me again!"

Suddenly Max stood up, looking down on him with a cold, compassionless stare. Seeing the way he faced him now without an ounce of warmth or sympathy whereas previously there had been heartfelt care and affection, and Kevin's story of abuse at his hands began to seem more than just plausible.

"This conversation…" He spoke with a particularly hard tone, "is over."

Ben could do nothing more than gaze forlornly up at his grandfather, who in response just gave him a cold hard stare. His heart was breaking. His grandpa Max had been the first and for a long time the only person in his entire life who had ever loved or cared about him. He made a promise to him, that he would never let him suffer alone. He swore that he would never abandon him when he most in need. And yet after everything they had been through, everything that had tested their convictions and bought them so much closer together, he was turning on him, abandoning all his care and compassion for the youth who had come to trust him with his life.

The betrayal was too much to bear. Stepping up and away from the heartless man he left through the door and made his way out to the shopping centre, wiping away the tears in his eyes with his hand, hoping to find the one person he had left who he knew would still care about him.

* * *

><p>Gwen paced back the way she had come out into the outdoor foyer of the complex. So far the shopping had been limited to browsing through various clothing and jewellery stores almost at random, unable to buy anything for lack of funds. Why did she always run out when it counted most? Her life could be so troublesome at times. What had she done to deserve this?<p>

'_I shouldn't have spent so much last time.'_ She reluctantly admitted to herself. Just this once she would allow this to be her responsibility. Her mood improved when she spied Ben walking aimlessly amidst the thin crowd not far away. _'Ben! He's always willing to share with me. Maybe I could get some money out of him!'_

"Ben!" She called to him, the aforementioned boy turning around at the sound to see her approach with a smile on her face. Quickly he rubbed his eyes dry and smiled back.

"Hey Gwen, how's the shopping?" He asked her, genuinely happiness to see her. She noticed his eyes were slightly red and damp at the sides but thought nothing of it. If he had been crying then it was his business, not hers.

"Oh alright, I guess. I don't have any money left to buy anything." She drawled, then as if working off a script her eyes brightened with a 'sudden' idea. "Say you wouldn't happen to have anything spare would you?" Past experience had taught her that just asking if he could spare anything was enough, and he would automatically hand over whatever she needed. His face flattened and he gave her a knowing smirk, both of them aware by this point that he knew how the game worked, but not bringing it up in the accusatory manner others would have. Unfortunately this time he held his hands up in defeat.

"I'm sorry, but I only have two dollars left." He showed her the remaining few small coins in his wallet. Gwen visibly soured at that. "I could get you an ice cream or something with what's left though." He added, which seemed to brighten her up slightly.

"Sure. Thanks." Smiling they went to a nearby fast food shop and ordered, Ben declining to have one himself so she could have a larger cone. Departing with her frozen treat Ben looked into his now almost empty wallet. It had taken him months to scrounge together the money he had bought with him, and most of that had gone into treating his cousin. But right now, with the god-awful heartache of his grandpa's betrayal still fresh, along with the looming nightmare that awaited him when he returned home in a few weeks time, the ability to spend some quiet, joyful time with Gwen, the only person left now who he could count on being there for him no matter what, it was well worth the effort.

As long as he had her, as long as she cared about him, then he could face the pain and fear of everything that had begun happening. As long as she still cared about him like she did now, his rapidly collapsing world would hold together. Despite everything he smiled. Somehow everything was going to be alr-

"Oh my god! Gwen?"

Startled they turned to the side, where a handful of girls their age stared at the girl in question. She froze wide eyed. They were her friends from school. "H-Hey! Uhh… What are you guys doing out here?"

But whatever it was they didn't quite respond, looking back and forth between the two. "Is… that Ben? The loser freak everyone keeps talking about?"

Gwen's face seemed to turn from shock to panic to horror and back again. Confused Ben flicked his gaze between her and the group, as their curious expressions turned into sneers.

"It is! She's friends with the world's biggest loser!" They all laughed as Gwen shook her hands.

"No! That's not it! We're not friends! I don't even know him, I swear!" She drawled out in a panic as Ben looked to her worriedly. Her words, though they stung slightly, were irrelevant next to how she would handle their mocking. They continued to laugh.

"Woah Gwen you must be desperate, hanging out with crap like that!"

"And we thought you were cool! Haha! Yeah right!" One of the narcissist's took a photo with her camera.

"Oh I'm sending this to _everyone!_ Hahaha!" Gwen's face now turned to one of pure horror. "Pretty soon you'll be as much of a loser as he is. Say goodbye to all your respect _loser!_ Kyahahahaha!" They continued on laughing as they walked away, the girl with the phone sending the photo to everyone she knew.

Gwen visibly shook. Her social standing had been systematically ruined, all because of him. Continuing on with her face set in a hateful snarl she dumped her ice cream in the rubbish as she left the complex. Ben followed closely, visibly concerned for her.

"Gwen?" He called to her with a concerned tone. No answer. "Gwen, are you alright?"

Her reply came in the form of her whirling around and delivering a hard slap with her hand across his face. He staggered and crouched under the blow, stunned. He looked up at her with shock and hurt, but found only a face full of poison and hatred glowering furiously down on him.

"What?"

"_Whack!"_

"How dare you speak to me you worthless loser! How dare you be near me! You can't do anything good! All you've ever done is drag me down to your level! Why do you have to be around me? Why do you have to be related to me? I hate you! I wish you weren't part of my life!" Blinded in her livid frenzy she continued to belt him across the face, driving him lower and lower under the successive blows. Ben struggled to protect himself but the mere fact that it was his Gwen that was doing and saying these things, the only person he had left, was starting to break him.

"Gwen I… I just wanted to make you happy!" He cried out even as she continued raining blows. His tears welled up and spilled down his face.

"I don't care! I don't care about you! You should've just crawled into a hole and died so the world could've been rid of you but no, you had to ruin my reputation just for fun! Nobody loves you Ben! Nobody cares about you! And nobody ever will because you're a worthless loser! And that's all you'll ever be!"

Stomping down on him several times she grimaced at the pathetic weeping figure beneath her in disgust, before she turned and strode away.

Nobody seemed to pay any particular attention to Ben as he lay on the ground, completely broken from inside and out. It was over. For so long he had struggle and suffered, under his parents brutality and scorn, then under that of his classmates, teachers, and everyone he came into contact with. But he hadn't given up hope. He continued to struggle on for the vision of the day when the people who cursed and beat him would one day acknowledge him as a friend, someone who deserved the basic human decency that all people deserved. And then suddenly after so much pain and horror he had escaped. Where once there had been only one distant and isolated person who cared about him now there had been two. For the first time in his life he felt loved, and he felt real hope. He had suffered alone for the last time, and from here on out his life could only get better.

Now it was gone. The two people who his whole world and his entire ability to feel happiness depended upon had turned on him. All the care that they had ever felt for him had all been a lie. He was alone. His hope was gone, and his dream of one day being loved, and feeling happiness, was over.

Gradually, acting on simple instinct alone, Ben shakily stood and walked back, not bothering to hide the tears that ran down his face and left a trail of ruin on the ground beneath him.


	4. The Final Month

**The Final Month.**

Ben never recovered from that day.

Everything he ever was, all his hopes and dreams and ideals, his very heart and soul, died on that day. All that was left was a hollow void of endless grief, a yin without the yang.

He never spoke a word unless he was spoken to. He never smiled, or laughed, or showed any sign of the passion or enthusiasm he had once shown. Even as they fought and defeated the last of their lingering enemies he never displayed a hint fear, anger, compassion, anything. All that was left of the once kind, wide-eyed and hopeful boy was a cold, quiet figure who would do nothing but sit in the back alone and contemplate on his own ruin.

For Max and Gwen the change was obvious to both of them. They had both spoken about it, and learned about what they each said to the boy that had permanently broken him. But despite the knowledge that they were the ones responsible, neither of them expressed any apparent remorse. Gwen continued to show despise and contempt for him on various levels, while Max looked upon it as a minor issue irrelevant to his own cause. Before long though he began to see how his ruined state could be worked to their favour, upon which he began to formulate it into his plans for the boy.

Max's failure to control Kevin had led to him losing much of his power and status within the Plumbers organisation. As he saw his grandson's power growing in leaps and bounds, combined with the horrible nature of his life prior, he began to see how he could be groomed into being his faithful servant and executor, answering solely to Max himself. He foresaw that using the fact that he had saved him from the abuse of his parents and peers could easily be used to take control of him, especially considering how desperate he was for someone to love and care for him.

When Ben had come to him asking to take him in, he had refused, not out of wanting to keep the threat of being sent back home valid, but in fact out of simply not wanting the burden of taking care of him. It was only later that he realised he had done the right thing in keeping the threat real, as now that his will had been completely broken he would be even more responsive to mental conditioning. The morality of what he was doing may have been dubious, he admitted that, but ordinary morality didn't apply to him, not when the future of the entire human species was at stake.

Max saw his entire race, his home planet, indeed the very organisation that was supposed to defend humanity, being infiltrated by dangerous and polluting alien influences. As far as he was concerned they were not welcome in any shape or form, and the indifferent members of the organisation who stood by and let them come were traitors. They were a disease, and Ben was the cure. He would use him to eliminate his enemies within the Plumbers, taking control himself and destroying the foreigners that threatened the purity of the human race. Any minor losses that happened along the way were all acceptable in the pursuit of that long term goal.

But Max wasn't the only one who had been watching the boy. Hovering high above in the upper atmosphere a cloaked probe tracked his every move, picking up every word, every detail. It had watched on the day his world fell apart. It watched as he fought with cold-hearted precision, and how his companions refused to even attempt to make up for their actions. Everything it saw it reported back to its master, sitting and watching in silent contemplation as the screens before him displayed images of his dead and cold visage.

It had taken some time and resources but he now had everything he needed to make his move. Turning in space the enormous ship began its journey back to the Earth.

* * *

><p>In the darkness of sleep, nothing stirred. In sleep there was no time, no space, no joy or suffering, nothing. For Ben it was the only state anywhere near peace he could ever get, to think and feel nothing. In the time he slept he could feel no pain. There was nothing to remind him that his life was ruined, that he was permanently doomed to a state of suffering and abuse without end. It was almost as if he were dead.<p>

"… _Wake up…"_

Ben's eyes flicked open. Somewhere within the confines of his mind someone called to him, a whisper that broke his unconsciousness.

Without a moment's hesitation he sat up in his bed. Gwen and Max were still asleep. Acting on instinct without a trace of fear he stood and opened the front door. Outside he saw a grassy expanse stretched out before him, beyond which the edge of the forest arose. It was midnight, but the light of the full moon illuminated everything in a stark white shine, though the forest remained a deep dark.

"_I see you Ben Tennyson. I see how you suffer because of those you protect. Why?"_

Stepping out he closed the door behind him and continued out towards the distant forest, clothed in just his bed shorts and shirt, towards where he sensed the voice called to him. He ventured out into the forest, minute by minute making his way deeper and deeper within its confines as he followed where he sensed the voice had originated, the cold light of the moon filtering in through the trees just enough for him to find his way.

"_Come closer."_ The voice echoed in his head as he neared where he felt it was coming from. _"Closer."_ Acting without fear or hesitation he obeyed. _**"Closer."**_

Arriving at a small clearing within the forest he stoped and stared at the shadowed figure that had called him. Though it was dark, as the moon became eclipsed by clouds, through the thin light that was left he could make out the figure's tall muscular build, the armoured body and small head, along with the row of tentacles that came down beneath his face.

"**You are weak Ben Tennyson."** Vilgax growled to the lifeless shell. **"You are weak and cowardly. You lack even the basic self-respect to fight back against those who betrayed you. I saw how you grovelled for their care time and time again, only for them to take advantage of you, and then turn on you when they had no further use for you. I saw how once you were forced to see the truth, that these wretched creatures would never return your affection, you collapsed into this pathetic excuse for a life form that you are now."**

Ben stared back at the giant without a hint of emotion. Vilgax scowled at the knowledge that the person who had been able to defeat him so easily proved to be so weak within.

"**You could turn on them and crush your betrayers like twigs, but instead you chose to wallow in abject misery while continuing to serve their will. Pathetic!"**

"What good would it do? Even if I did kill them what would I do then? There is no purpose left in my life."

"**Your suffering is the result of the people around you. They all played a part in breaking you down to what you are now. How many of the people in your life have turned against you at some point? How many people do you know who ever lifted a finger to help you? One way or another they are all guilty of ruining your life."**

"I already know that. So what? What am I supposed to do about it?" He drawled out. Vilgax raised a curled fist.

"_**You crush them! **_**They took everything from you and replaced it with pain. So spread your pain! Make all others share in your suffering! Live off your betrayal. Use it to feed your anger and your hatred for all living creatures. And then, when the time is right, and your enemies are comfortable in their belief that they have you under their thumb, you turn on them, and stain the land with their blood, and take your place as ruler of all those who abandoned you to your fate!"**

"And how am I supposed to do that? I'm only one person. If I was to spread my suffering to the rest of the world I'd need an entire army to do it."

"_**Exactly."**_

For the first time Ben's eyes began to widen as a flicker of interest began to spark within. The clouds covering the moon receded, lighting up the clearing in a bleached bright white. Vilgax advanced towards him, closing the distance now that he had the boy's attention. Despite his heart and soul having been permanently destroyed, he saw that there may still be just enough there for him to be the ultimate weapon he intended him to be.

"**What if I could help?"** He posed at last, Ben looking to him with cautious interest. "**The Omnitrix was originally intended to store the genetic codes of all intelligent species in the universe, as a way to cheat extinction in case of a catastrophe. But its power goes far beyond that. It is a device capable of controlling life itself. It can alter any organism to adapt perfectly to any situation. It can create any form of sentient being, or erase them from existence. The future of entire species are determined by it. What's more its artificial intelligence binds with that of its user. It feels exactly what you feel. And even then its capabilities go beyond that."** He came to a halt standing in the centre of the clearing facing Ben.

**"I can unlock that power for you. I have enlisted Myaxx, one of the original creators of the device, to design a very special program for it. This update which I have had created especially for you will turn the Omnitrix into a vessel of such unimaginable destructive force that no civilisation will be able to survive your wrath. It will give you everything you will ever need in order to spread your suffering throughout every living creature in the universe. I have come here to give you the key to your revenge, if you would just accept it."** He held his giant clawed hand out with the palm facing down. A faint orange glow appeared in his palm, thin streams of data erupting in arcs out of his skin, offering the update to him

Ben gazed wide eyed and heavily at his hand, beckoning for the watch on his wrist. He looked from it up to his eyes and scowled darkly. Vilgax could feel the anger beginning to rise now that the chance for revenge was offered to him.

"Why would you want to help me? Not one person in the world has ever cared about me." He spoke with a growing very hard, very dark edge. "If you're not me, then you're my enemy. So what do you intend to gain from giving me this power?"

"**It's simple. You take your revenge on this world, then I move in to take over what remains while you move on to the next. You will be the ultimate weapon to be unleashed without mercy upon the universe, but unlike your grandfather who seeks to control you like a servant like the one before you, I intend to set you loose to do as you see fit. Your pain and hatred will drive you to destroy everything in your path, and spread death and suffering throughout countless systems, and for each and every one I will be there to take over in the aftermath."**

"What makes you think I want revenge?" Ben asked with anger. Vilgax intensified his glower to match his.

"**Because there is nothing else left for you to want."**

Ben eyes widened as he lowered his gaze in deliberation. He could find nothing more to say. Delving into what remained of his heart he searched for an answer, some kind of guidance or direction on what to do. No matter how hard he looked at it he knew Vilgax was right. He was at a crossroads. On the one hand he could turn down his offer of power and remain living under the abuse and hopelessness of his life as it was until he simply died of exhaustion. On the other hand he could take his offer of power, and turn the tables on the world that had so cruelly betrayed and used him.

Deep down, throughout all the memories of pain and misery he found one driving force left.

Hate. Endless hate, for everyone and everything.

Returning his cold hardened gaze to his enemy he walked forward. He stared eye to eye with him all the way as he stepped up to finally stand before the towering green giant. Holding out his arm he positioned the Omnitrix just below the swirling orange data.

"I want you to know something." He spoke in a hateful voice to Vilgax, before making the transfer. "No matter what happens, I will never be your weapon."

With that he raised his hand into the field, the orange swirl of data latching onto and delving into it, followed by a bright flash…

* * *

><p>He woke up.<p>

He was lying in bed within the Rustbucket. Sitting up he looked around. Max was at the wheel driving along the freeway while Gwen sat at the table working on her laptop. She looked up to see he was awake, then sent a derisive glare at him and returned to her work.

"So you've decided to grace us with your unwanted presence again have you?" She remarked.

Ben froze. Anger. Burning anger, rage, hatred flared within him. He recalled his conversation with Vilgax, their deal, and the program for the Omnitrix. Looking down to the device on his wrist though he could find nothing different about it, the same green and grey face staring back at him as ever.

'_Was it all a dream? Did I just imagine it as a way to escape?'_ He wondered to himself. Until proven otherwise though that would have to be all it ever was.

* * *

><p>The evening Chicago skyline stood out around him as Ben made his way through the quiet city streets, the crowds gone as the sun set and the lights began to come on.<p>

It was three weeks to go until the end of his vacation, when he would be returned to the brutal beatings and psychological cruelty of his mother and father. He would also be going back to his peers, living at their mercy whenever he wasn't with his parents. The fact hung over him like an enormous weight, slowly driving him deeper and deeper into the pit of depression and hatred growing within him.

The flashes of sudden anger and hostility had been coming more and more frequently, and he was struggling to keep his aggression under control lest he incur the wrath of those who were supposed to protect him. After the last one earlier that day he had simply chosen to go numb, to disconnect from other people and their cruelty as a last resort, entering into a calm, tired state where notching could affect him. What he hadn't realised though was that in disconnecting from others he had also disconnected from all thought of consequences. If anything broke through his last defense of isolation there would be no stopping him.

So he had left his so-called companions to go out for the night, taking Max's American Express card with him.

Nearing a teller machine he lethargically reached into his pocket and pulled it out, feeding it into the mouth of the machine and entering his grandpa's identification number which he had learned earlier. Typing in commands he made a withdrawal of three hundred dollars. From his left a sloppily dressed white punk lookalike came up to him.

"Hey there kid. You got something for me huh?" He smirked and extended the blade of a stiletto towards his throat. Ben glanced at it and sighed softly at the interruption, continuing with his activities. The punk snarled. "Little bastard, hand it over!"

Those were the same words his father used to refer to him.

Somewhere deep down within the confines of his mind something snapped.

Suddenly it was upon him in an awesome wave, rage, bloodlust, murderous fury. It took him before he could even contemplate fighting it. Turning to the thug he glowered and wrapped his hand around the blade, ignoring the redness that flowed out and around his clenched fist as he intensified his grip, the blade buckling and breaking between his fingers. The young punk gasped in terror, seeing the sheer horrific madness overcoming the small boy as he crushed his only weapon in his hand. He staggered back and ran for his life.

Ben felt the broken remains of the knife still in his hand. Opening his palm he looked down and gaped. His human hand and wrist had turned red not with his blood, but the skin pigmentation of Fourarms. He had called on one of his form's abilities without ever changing from his default human. The red skin retracted back to pale Caucasian before his eyes. Looking to the Omnitrix he saw that it was still its normal green. Remembering back to his last encounter with Kevin however he soon realised what had happened.

'_I copied Kevin's ability to absorb energy. Now I can use the aliens' powers whenever I want without becoming them.'_

Turning back towards the thug now running in a panic down the footpath away from him his killer instinct took over again. Extending his hand he willed the end of his fingers to turn to crystal. Instantly his arm was overcome by the Diamondhead substance. Lining up his target he fired a hail of deadly shards from his fingertips. They shot through the air and tore through him with ruthless ease, splattering his perforated body to the footpath as Ben watched from afar.

He had killed a person. After all that had been done to him, after everyone had physically ground him under their heels just for kicks, now he had turned the tables. He had killed, taken his revenge, and it bought him brief satisfaction, a respite from the pressure of his hatred. But it only lasted a few seconds before the presence of yet more despicable people returned.

"Oh my god, what have you done?"

Turning to the source Ben found a woman in a fur coat gazing in horror at him. In the streets behind and around her there were half a dozen or more other people, all staring in various forms of shock. They were witnesses, looking at him in dismay. Ben looked at the way they stared at him, judgemental, the despicable hypocrites.

"You killed him! You! You…"

His rage returned in a flood. Snarling he raised his crystallised hand towards the woman's head as she stared at him in alarm.

Another shard flew for her, blowing through her neck and decapitating her. Before her body had fallen he was on the others, spraying them with shards like a machine gun. Within seconds another four had fallen with holes through their bodies. More were running and screaming. His madness drove him on, and he charged off in pursuit. Raising his unchanged right arm he pointed at them with two fingers as they ran. Channelling the energy within the device he made a stream of fire erupt from his fingers, blowing apart yet more of those trying to flee. He spied another diving into his car. Raising his left arm he peppered the driver's side door with crystal bullets, splattering the interior with blood. Checking his surrounding he found himself alone amidst the blood and butchered bodies. He closed his eyes and revelled in the moment as his left hand receded back to its normal state, the calmness of death, and of slaughter, and revenge.

Then came the whir of a police siren. Ahead of him a police cruiser flashed its lights from another street. Turning around he began to walk calmly away. The patrol's siren whirred again and took off to circle around towards him, causing him to increase his pace to a run as hot panic began to surge through him.

'_They saw me! The crystals and the fire left behind, they'll know it was me!'_ He cursed himself for his lack of control. He had just put himself in mortal danger. What would happen when he got back and Max and the other Plumbers learned of his rampage? He just didn't know, he had given absolutely no forethought into the aftermath of the slaughter, and now with no clue to what was about to happen he could do nothing to stop it, nothing but run.

And so he ran, disappearing down an alley between two apartments towards the next street. He could hear the sirens, more of them now, getting closer by the second. The sounds attacked him from everywhere like a malicious spirit, fuelling his panicked state. Emerging out into the next street he found three police cars bearing down on him, sliding to a halt ahead of him, six officers taking aim at him with handguns and shotguns.

"Don't move freak!"

"DAAAAAAHH!" He fired another blast of flame from his hand, catching the first car and causing it to explode, killing one. He dove back behind the cover of the alley as the remaining five opened fire. Thinking on how to get around their fire he came up with an idea. Focussing on Ghostfreak's abilities he willed himself to become intangible, and soon found his silhouetted form dissolving through the brick wall into the room inside. Moving from one room to the next towards where he knew the patrols were he moved out of the building to hover directly beside them.

Deactivating the technique he willed Vulpimancer claws to his right hand, with Fourarms' strength in his left. The three turned to him in shock as he rushed in and tore through the second officer from his throat down across his chest, ripping through his arteries and vital organs, splattering the ground with an enormous amount of blood as he fell dead. Before the remaining four could shoot him he ducked low behind the second car and using the enormous strength in his left arm turned it up and tossing it over on its side, knocking the four back and breaking the legs and ribs of the two directly behind it.

Ben stood staring down at the four officers on the ground in contempt. His hatred remained, though his lethal instinct had been temporarily sated, and he returned to his halfway dead and cold state. The Omnitrix made a sound, deeper than usual. When he looked he saw that the green facia was flickering between green and black, going out completely after a moment. He stared in wonder, before the dial turned to a bright orange.

'_What the… What is this?'_ His eyes widened as the angry orange dial seemed to stare back at him. Then he remembered what Vilgax had given him that night in the forest. _'So this is it. What is this supposed to do?'_

The device answered for him. Acting almost without cause or reason he began to raise his arm out of some unconscious will to do so, the watch guiding his arm to turn towards the remaining officers. When he had the dial facing them it jutted out and gave off a blinding orange stream of light and energy. It struck the four on the ground, smothering them and causing them to scream and convulse. It went on for several seconds, their screams dying out as the light stream died down, and eventually cut off completely.

When the light faded away and Ben could see again he actually gasped at what he saw. The four police from before were now covered from head to toe in sleek black armour, carbon gloves and boots, and an all encompassing black helmet with an opaque visor and breathing apparatus. Turning their masked faces towards him they each rose from the ground onto their feet, to then kneel before him with their heads bowed in submission.

"_**Master, we are your loyal servants. We will execute your will without hesitation. Ask of us, and we will obey."**_ The one closest spoke in an almost artificial voice. Ben gazed down at them in amazement.

"You're…" But then it dawned on him, this was exactly what Vilgax and he had spoken of. He had told him he'd need an army, and that was what he had given him. His gaze darkened to the cold, emotionless stare he had taken to using. "So this is what the watch does now."

"_**Yes, you can now turn any person of any species into your servant. We can help you gather new recruits for you to take over and create your army. Any command you will us, even unspoken, will be carried out. Until you have need of us however I recommend you send us to hide in the null void."**_ The wraith-like soldier suggested, knowing that Ben would have little understanding of their abilities or what to do with them.

"Yes. Do that. Begin collecting suitable people and take them to the null void with you until I am ready to convert them." He spoke in a flat tone. "And get rid of all evidence of the rampage." The four sleek black soldiers bowed their heads before an aurora of black energy formed around their crouched figures, closing in to reveal they were gone.

Ben stood in silence among the wrecked cars as he sensed the wheels beginning to turn. This then, he realised, was the beginning of the end for everyone and everything. All the suffering and loneliness he had been put through was soon going to be repaid in full. But how soon could it happen? In three weeks he would be sent back home to his parents and peers, and he knew they were just waiting for him to return, ready to inflict a new kind of agony upon him to make up for lost time.

'_I'm not going back to their abuse.'_ He swore to himself. _'I will take my vengeance upon them and the rest of the world before they ever get the chance to lay a hand on me again. I must get the army ready before the end of the three weeks left.'_

Sparing the burnt out and overturned cars one last glance over he made to return at an even walk back towards the Rustbucket. He only had three weeks left in which to have everything ready, a tight time limit if there ever was one, but he would make it happen, without his traitorous grandfather or back-stabbing cousin ever knowing, until the last day of their holiday, when he would make his move.

* * *

><p>The next day the remaining Forever Knights made their last attack, and with them came an old rival; Kevin.<p>

They struck in the afternoon just outside the city limits, a massed assault while they were on the freeway. All their numbers, including the Forever King Driscoll himself, converged on them from the hills, blocking them off and forcing them out to fight. Kevin's job was to take care of Ben alone, which was exactly what happened, Ben seeking him out relentlessly, single-minded in his personal vendetta, leaving Gwen and Max to face the Forever Knights alone, Gwen with her steadily improving mana skills, Max with his arsenal of weapons.

It was a hard and close fight, for the first three minutes at least. Once reunited with his old enemy Kevin was quickly reminded of just how far Ben had come with the device, in addition to how much he had changed in the time since their last fight on the bridge. He had easily defeated him, Kevin fleeing into the industrial area of the city, leaving Ben to turn his rage upon their other enemies. At that point the battle became a slaughter, Gwen and Max standing back and watching in shock as Ben massacred the enemy knights without a shred of remorse, impailing the Forever King through his eye with his own lance, before taking off after Kevin to finish what he had started nearly three months ago.

He chased him down to an abandoned steel mill. Stepping through the doorway into the foundry he saw Kevin climbing up onto the gantry between the silent furnaces. He turned back to him, and using the powers gained from Ben he shot a hail of crystal shards. Ben raced out of the way, the shards imbedding in the metal door as he tore across the floor, dodging gouts of flame and crystal shards as Kevin tried to keep him at bay. Extending a vine out of his back he ejected several black seed bombs across the floor, which then exploded and filled the room in a heavy purple smoke. By the time it had cleared enough for Kevin to see Ben had disappeared.

Running on adrenaline Kevin abandoned his search and continued to flee deeper into the foundry, disappearing up into the levels of furnaces and empty vats. Twisting and turning he made sure to put as much distance as possible between himself and where he'd last seen his enemy, hoping against all rationality that he was still soft and merciful like he used to be. Looking back at where he'd come he rounded another corner, only to find his enemy standing there on the gantry before him, staring into him with the cold-blooded eyes of a murderer.

This time there was no talk, no hesitation, and no pity. Ben was upon him in a devastating hail of blows one after the other, using his inhuman strength to batter and break Kevin without him ever being able to even raise a hand to defend himself. Kevin staggered and buckled under the endless blows, thrown from one railing to the other and back again, all the while he clung on for dear life. Striking him in the chest with a kick Ben sent him hurtling across towards the end of the walkway on his back.

Lowering his hands he allowed Fourarms strength to recede from them as he strode calmly over to Kevin's defeated form. Opening his palm he willed a long crystal staff to form, holding it in his right hand while he stopped to stand over Kevin. Reaching down he gently took him by the hand and helped him up, which he didn't refuse. Recovering slightly Kevin faced the heartless boy before him, calming slightly at his show of mercy, until Ben went into overdrive.

Using all his strength he struck Kevin with the staff, again and again, beating him left and right, before he pushed him off the gantry to fall to the concrete floor with a thud.

Running as fast as her legs could carry her and struggling to draw breath from her burning lungs, Gwen tracked Ben all the way to the steel mill. Entering through the doors she surveyed the remnants from their fight, when the sound of smashing and breaking alerted her to their current position, drawing her further inside. When at last she reached them she gasped in shock as Kevin lay on the floor, Ben leaping down to him to then rear back and beat him with the staff in rage.

"DIE!" He struck home, the sharpened point of the crystal shattering across his flesh. "DIE! Again he struck, cutting into him with the broken shards at the end. Raising it over his head he once more poured all his rage and hatred into the blow. _"DIE!"_

Reaching in he dragged the bloody Kevin upright again so he could brutally batter and savage his body with the staff, breaking his ribs, arms, legs, and anything it fell upon. When finally he was ready to end it he pulled back, turning the unbroken end towards him, and in one swift move drove it straight through his body.

Kevin's eyes and mouth hung agape while Gwen clamped her hands over her mouth in horror. With his hands still grasping the staff Ben scowled into his old enemy's eyes one last time.

"You're dying Kevin. But before you go there's one thing I want to tell you." He spoke in a quiet, cold tone, drawing the dying youth's gaze to him once more, careful to avoid being heard. "You were right about everything. They did turn against me. They are all my enemy, every single one. You tried to tell me the truth, but I didn't want to listen, but I've seen the truth myself now, there is no good in anyone, even in the best of people."

"W-We co-ould've made… quite a part-nership."

"Yes, we could have." At this his hateful stare became ever more heartless. "Unfortunately you're not me, and if you're not me, then you're my enemy."

"S… What are y-ou gonna…"

"I'm going to make the universe suffer with me. Vilgax has given me the ability to create an army of followers. With this army I will destroy every civilisation. I will bring death and destruction upon every living person, then I will inflict fear and misery upon those that remain so they will never recover from what I have done to them. They took away my ability to feel happiness, so I will take away theirs. I will spread my suffering to all beings, until the end of time." Ben moved to stand tall with his hands still on the staff.

"But that won't matter to you. Nothing will." He tore the blade out and stabbed it into his chest, impaling his heart. Kevin sputtered, then fell dead, a pool of blood running off from his lifeless body.

Turning from the bloody corpse He set his deadly gaze on Gwen, letting her feel his hatred and his lack of compassion or mercy, as if to tell her she was next. Leaving the body he walked away, passing her by without a word as she stood staring at the bloody scene in horrified silence.

* * *

><p>He had two weeks left when out of the blue one of Max's Plumber associates showed up at the door.<p>

"Hello Phil. Glad you could drop by." Max spoke as the other man stepped inside. Ben looked over with little apparent interest, though he was instantly suspicious of him. If he was anything like his grandfather then he was bad news for him.

"Hey Ben, go see a movie for a while okay." His guardian ordered him while handing him a few notes. Looking back and forth between with cold judgement he took the money and left. Once he had closed the door behind him Max peeked out through the blinds to make sure he was really leaving. Moving to the controls he pushed a button, forming a silencing field around the vehicle.

"So what's the situation with the kid? Is he gonna be ready for us to turn him?" Phil asked. Sitting at the back of the vehicle Gwen listened in intently, her interest and, dare she say it 'concern' for the boy she had once felt contempt for now far greater after what she had seen him do to Kevin.

"Not yet, but he will be. He's a basket case right now but that'll change once he goes back home. I'm counting on his parents to give him something to fear again. When we have him living in fear we'll be able to exert much more control over his mind when we step in and 'save' him from them. He'll willingly give up his free thought once we remind him that we got him out of there."

"But you were the one who put him there. Don't you think he'll remember that?"

"Yes but that won't matter once we have control of his emotions. Once we have him in our hands we'll be able to send him straight back to them just as easily. That fear, and the love he has for us for pulling him out, will be what we use to take control. He'll ignore anything that would undermine our hold on him. He's shown plenty of times before that he will submit willingly just for the hope that he would be accepted."

"But he'll have to figure it out eventually like Kevin did."

"His desperation will take care of all that for us. All we'll have to do is monitor him and make sure he only hears and knows what we want him to hear, and keep the threat of being sent back to his parents constantly present in the background, and we'll have complete control."

"Um, excuse me, but what exactly are you talking about?" Gwen interjected at last with a concerned look. Phil and Max both turned to her.

"We've decided that in order to protect Earth properly it would be best if we took Ben in and trained him as a servant of the Plumbers." Max explained to her. "Because Ben's not currently in a state of mind ideal for being indoctrinated, I'm sending him back to live with his parents for another few months. That will force him to come to us for safety. We'll then use that to mould him into Earth's new champion, under my direct control."

Gwen frowned. "His parents? I don't understand, how are they supposed to force him to go to you?"

"Ben's parents are abusive towards him. They were the ones that made him so desperate for acceptance in the first place. And they'll be the ones who make him desperate again." He spoke without a hint of discomfort. Gwen's eyes shot wide in shock.

"What? But that's… That's really…" She stammered, unfamiliar with being so concerned for the well being of the person she had previously felt nothing but contempt and loathing for.

"She raises a good point Max. What you're talking about doing could be considered pretty damn cold-hearted. Are you sure you can handle having that kid's suffering on your conscience?"

"That's irrelevant. The entire human race is on the line every day, and I don't intend to let any alien invade and take over our home and infect our species without the Plumbers doing anything. I always said it was a bad idea to let alien species into Plumber ranks, now look what's happened, they've opened the door to all kinds of creatures. We need to cut out the infection before it's too late. I know that it is necessary to make some minor sacrifices in defence of the planet. I don't intend to let any conscience get in the way of what needs to be done."

"But the council will never approve of enslaving him." Phil continued. "Do you think they've forgotten about what happened with Kevin?"

"That's why I'm not going to tell them. Ben will be subservient to me alone. When the time comes I will reveal him to the council, and if they still object, I'll have him dispose of them." Max explained with a casual note heavily out of place with the terrible deeds he was proposing. "Even if they agree I'll still use Ben to get rid of them eventually, and make sure the ones left are loyal to me. With the ones in charge gone I'll be able to take over and mould the organisation into what it was supposed to be, and eliminate the sources of complacency within our ranks."

"Grandpa this is crazy! You can't do this to Ben and the other Plumbers." Gwen tried to protest, when Max stepped up to her.

"Gwen, I need you to cooperate with me in this. You're going to do your bit to help drive him to me when the time comes. Until then you can't breathe a word of any of this to him, or change the way you treat him, and that goes for the other Plumbers too. Okay?" She looked away uncomfortably.

"But it's still… It's not right."

"Hey, don't worry about it." He smiled reassuringly. "Just remember, it's only Ben."

She returned to normal at that, reminded of her cousin's bottom of the barrel social status and how he humiliated her by being around her, dragging her down to his level of worthlessness. She was making a fuss over nothing, just a good for nothing failure who wasn't even worth the air they breathed.

"Yeah, you're right, he's just a worthless loser anyway. It'll be better when he's gone." She answered with a conceited huff. "Whatever, I'll do it, if only to put that freak in his place."

Despite Max, Phil and Gwen's belief that they were speaking in private within the confines of the Rust Bucket and the silencing field, none of them had ever noticed the silhouette of the invisible figure sitting at the table. Ben had been present throughout the entire discussion, listening in silence as they laid out their plans to betray and take control of him. Without any of them ever suspecting anything he waited until their guest had left and the conversation was well over before he faded out to then reappear an hour later outside having supposedly just returned from the movies.

Later that week Max would find out that Phil had died in a car accident when he had apparently somehow rolled his car along a straight and empty stretch of highway that afternoon just after speaking with him. Ben never said a word about it.

* * *

><p>One week left.<p>

It was just past midnight and the crescent moon shone down from the clear night sky down upon a great snow covered plain in amidst the surrounding forests of Washington. Emerging from the forest a blue streak raced out to come to a halt within the middle of the vast clearing. Gazing about him in a wide arc out at the surrounding landscape the blue alien watched and waited, until a green flash occurred and he transformed back into his natural form.

Ben stood staring out across the empty plain. Raising his hand with his palm up he gestured with his fingers to rise. On his will the entire steppe was covered in a mass of black orbs of occult matter, swelling and dispersing to reveal a ring of hundreds of black clad troops brandishing a mix of energy rifles and staffs made out of a multitude of abilities available through the Omnitrix. Within the enormous ring of troops there huddled thousands of terrified people, men, women and children of all ages. They looked to Ben with fear in their eyes.

Immediately the device turned orange as he addressed them.

"You have all been bought here because of your cruelty towards those who only sought to be accepted and loved the same way they accepted and loved you. I only ever tried to make life better for you, but you, in your arrogance and total lack of conscience, exploited my kindness and systematically degraded and humiliated me just to make yourself feel superior. And those of you who weren't actively engaged in making my life a living hell, instead of reaching out to help me when I was most in need, just turned a blind eye, even after all I had done for you. You are all guilty, and you will all pay for your sins with your life, one way or the other. Surrender your lives and your free will and thought to me, and I will allow you to continue living. If not, your life ends now."

With that said he raised his arm, the Omnitrix extending and glowing a brilliant orange as it cast out its spell over the thousands of people assembled before him. The sound of their collective screaming was overpowering, though neither Ben nor the surrounding drones even flinched. In time the screams died away and the orange glow vanished, revealing the vast majority of the people in the centre of the circle had now turned into his soldiers. A small percentage however remained unaffected, and now looked fearfully up at what were moments ago their families and friends.

"The few of you that are left have been deemed either too resistant to be successfully assimilated, or too young, old or weak to be of any use to me." He spoke pitilessly despite the growing murmurs of worry from those left, one third of which were only children his age or younger. Gazing over their frightened faces callously he turned his attention to his troops.

"Kill them."

Their shrieks of anguish lasted only a few short, awful seconds as the soldiers turned on them and killed them all in a blaze of plasma fire and elemental attacks. Watching as they fell Ben quietly reflected on the heartless act he had just committed. Delving into the depths of his consciousness he searched for any sign of remorse or guilt, anything to determine that he was still at least in some small part a human being with ordinary human feelings. Minute by minute he scoured to the ends of the barren wasteland of his soul, only to find nothing. Not a single hint of sorrow for those whose lives he had taken away. He didn't even feel anything for the fact his army was now ready to destroy the Plumbers, that his revenge was now just a matter of his order. All that was left was hatred and misery, and they would be all he ever needed to continue to seek his revenge.

All he had to do now was say when. Otherwise everything was ready. But before then there was one last thing he had to do, something he had to confront before the time came.

* * *

><p>Three days left.<p>

"Grandpa."

"Yes?" Max called back from the drivers seat to where Ben sat at the table with his face down in thought. It was almost the end of their trip and they were now on the return journey home. On the final day they were going to return to the base at Mount Rushmore to return the various equipment they had taken from the armoury, before taking them back to Bellwood. Gwen was currently working at her computer in her bunk, but listened in at the particular soft note of his voice. For the first time since the day it all changed he looked and sounded just like the vulnerable little boy he had been when they first left.

"I've been thinking lately, about what you said to me back after we met Kevin." Immediately both Max and Gwen were put on edge. "Did you really mean that?"

"Of course I did, both of us." He answered reassuringly.

"It's just… I wonder sometimes." Ben replied, Gwen looking up from her screen as Max began to slow down slightly. "You swore to me that you would never let me suffer alone again, but you're still taking me back to live with my parents, even though you know they abuse me."

"We've gone through this already Ben, faults and all they are still your family, and you have to accept that."

"No grandpa I don't. I deserve to live with someone who will take care of me, and if not with you then with someone else who won't abuse me." He answered, cutting down his feeble argument with ease. "You also swore to me that you would never lie to me or betray me. You and Gwen would never try to manipulate me for your own ends would you?"

"Absolutely not. I would never do that to you. You're my grandson Ben. If I ever did anything to hurt you I would never be able to forgive myself." Max drawled out, Gwen trying to act cool as Ben kept his head lowered. "I promise you Ben that we will never lie to you, or manipulate you, or betray your trust. I give you my word."

Ben remained still. Then his features hardened. "Is that what you told Phil?"

The tension in the van became solidified at that moment. Max pulled over to the side of the road, stepping out of his seat to move towards Ben, keeping up his grandfatherly mask even as Ben kept his face low and hidden. "What makes you say that?"

"Answer the question." Ben ordered in a flat voice dripping with deadly severity. Max, not knowing how else to diffuse his calling him out, continued the same way he had before.

"Yes. Yes I did. I swear to you."

Finally Ben turned his face up to stare him down with an openly hateful gaze.

"You're a liar."

'Now what are you talking about, come on Ben it's me grandpa, I'd never lie to you, you don't know what you're talking about!" Max rattled off in a panicked hurry. But Ben never ceased in his cold judging glower, and almost automatically his defences fell apart.

"I was sitting right here in this very seat the whole time you were talking. I heard every word." He pronounced coldly. "I heard you talk about how you were going to hand me over to my parents so they could abuse me, then take me away so I would think you were my saviour, then groom me into being your personal servant so you could eliminate your enemies and take over the Plumbers, like you tried to do with Kevin."

"You don't know what you're talking about! You're mistaken! You don't know anything!" He spat back, a pronounced strain of aggression appearing in his voice.

"You said it was all about defending the human race from alien influences. If you don't care about your own grandson, and you don't care about your own comrades in the Plumbers, then how can you possibly care about anyone else let alone the entire human race?" Ben spoke with contempt. He then turned to Gwen with the same hard eyes, watching her as she tensed under his judging gaze.

"And you. You think that it's alright to do this to me just because it's me? I did everything for you. I went without for you, I put myself in mortal danger to protect you, and went out of my way my entire life just to make you happy, and this is how you repay my kindness?"

Neither said anything. What could they say? He had called them out on everything they had done to him. Every attempt to avoid taking responsibility for their actions had been stopped dead, and now they had to face the full facts of what they had done.

At that point however Ben's hard and cold face broke, and his eyes became full of sorrow. He looked down in anguish, unable to face them anymore.

"How could you?" He all but whispered in heartache. "How could you do this to me? I trusted you two. I loved you. I gave everything I had to you, and all I ever asked was for you to love me back. How could you betray me like this?"

Max took a heavy step towards the heartbroken boy, drawing his tear filled eyes up to him. Instead of the fake caring visage he had used previously Ben found him looking down on him menacingly with hard and pitiless eyes.

"That's enough boy. You need to remember your place. Now you will go back to your family and learn to fear them, and you will be grateful when I come back and take you away, and you will submit your will to my orders, just as you're supposed to. Until then I don't want to hear another word from you for the rest of this trip. Is that understood?" He demanded with cruel disregard.

Gwen could hardly believe what she was hearing. How could her own grandpa be so heartless in his treatment of his grandson? And how could she have been so willing to go along with it, just because it was Ben, the social outcast who everyone used as a doormat, her cousin who had done so much for her, how could she? The way he had looked at her when she had broken his heart that day came back to her, and she felt the inside of her chest constrict painfully. She looked away out the back window so no one could see the tears spilling out of her eyes. It was the first time she had ever felt remorse for her cousin, and already it appeared that it may be too little too late. Helpless to take it all back she remained silent in her shame and anguish.

Ben gazed sadly up at the pitiless man, until he lowered his face. When he looked back up to him he had on a calm façade unbefitting of what had just been dealt to him. He matched Max's hard stare with his own hollow one.

"Don't worry grandpa, this doesn't change a thing for me." He answered him with a relaxed note and the ghost of a smile. "I promise you, I will give the people of the universe the justice they deserve."

* * *

><p>Ben, Gwen and Max strode through the giant halls and spaces hidden within the Mount Rushmore base, Max leading them on, the Null Void projector held in his hand, with Gwen and Ben following behind. Max smiled softly to himself, everything had been taken care of. With Ben's natural submissiveness he would be able to continue with the plan as it was, and he would soon have the most powerful weapon in the universe at his disposal. The idea of the power that would bring him and the human race filled his head with dreams and ambitions, conquest, domination and subjugation of entire species under the new human empire, with himself as its ruler. Gwen's mind was set more on the increasing stress of following her grandpa's orders to help in moulding her cousin, all the while trying to suppress the mountain of guilt and shame she held for her actions. Ben's mind however appeared to be on other matters, his face turned off to the side the entire way through the complex.<p>

As they made their way through a wide rectangular atrium he looked around at his surroundings. At each end was a corridor to another area, the one ahead leading to the armoury. To the left there was a raised section set at the top of a flight of steps overlooking the lower half of the hall, another corridor leading off through the centre of the left wall. It was obviously a kind of speaking area.

Looking back to the two betrayers with him he scowled at their backs as he let them get ahead. When they entered the corridor to the armoury he stopped and turned away from them, making his way up the steps from where he would wait for them.

Max led a sombre-faced Gwen through the rows and rows of powerful and sophisticated weapons and technology towards the raised dais at the end, thin strands of electrical energy coursing through the opening between the lower and upper pieces of the display. Stopping before the centrepiece he smiled as he extended his hand and deposited the projector back in its place, the device hovering suspended in the current, a symbolic gesture that their trials and tribulations were over.

"Well, all's well that end's well." He summed up happily, Gwen frowned at her feet.

"Is it?" She pondered to herself. Max turned to her with concern.

"What's the matter?" His voice sounded the same as it had when he had reassured Ben after his first encounter with Kevin. Now that she knew the man he was underneath she had to forcibly suppress a shudder.

"Betraying Ben was a bad idea. We should never have taken advantage of his trust in us."

"Hey come on, don't worry about Ben. You know it's all justified. The entire human race is going to benefit immensely from having him under our thumb. Pretty soon we will know power and wealth like we have never thought possible before. Soon we'll be taking our place as the masters of all those alien animals." He explained with a slight gleam in his eye, the only indication of the madness taking over him at the mere prospect of power.

"So we're doing this so humans can enslave other species?"

"Not enslave. We'll just be taking on the position of authority we were meant to take in the universe. They're only animals after all, they're not human. It's our right as human beings to take our place as masters over those inferior creatures. It's our birthright to dominate and exterminate those vermin." She grimaced at how casually and calmly he spoke of genocide and shook her head.

"I don't know about this grandpa, I don't know if I can go through with this." She spoke as they returned through the corridor, coming out into the atrium they had passed through before. Neither of them saw the figure watching them from atop the stairs. "I don't like this, and not just where you're going with this stuff about taking over. This could all go really badly for us."

"Don't worry okay. Ben won't do anything. Trust me, everything's gonna work out just fine."

"GWEN!"

Instantly they whipped to the source of the sound. Ben stood above them atop the staircase, gazing down upon the two people he had once loved with nothing but abject hatred. They both began to feel uneasy at the sight of him standing tall and overbearing, in stark contrast to the broken submissive child they had known. Then they saw the face of the Omnitrix, its soft green glow replaced by an angry orange. Together with his powerful stance and vengeful glower, they both began to second guess the security of their control over the boy.

"Ben?" She called softly, her voice faltering slightly in worry. He began stepping down towards them, making his way down the stairs.

"Do you remember what you said to me the day you took away my ability to feel happiness?" He asked her in a subdued note, stopping halfway down the stairs, his hatred still burning through her. "Am I still a worthless loser?"

Gwen was too stunned by the sudden polar shift in his demeanour, the waves of deep seated hate coming off the boy aimed at her, it was so far from the kind and gentle boy who disliked violence and just wanted to have someone to talk to. She felt fear. For Max, though he wasn't currently the focus of his hatred, the abnormally dark and malevolent glower aimed at his other charge was deeply disturbing. Both of them stood rooted to the spot looking up at him with worry and uncertainty. Neither of them knew what to do.

Paralysed by the doubt and growing fear that tightened her insides Gwen found herself unable to do anything but be mindlessly open and blunt as she fell back on her old habits. "Yeah?"

Ben's steely gaze never faltered despite her foolishness in not even trying to cover up her contempt for him. His resentful glower turned into one of disgust and loathing. The face of the now dangerous looking device on his wrist began to glow brighter. All around the perimeter of the room a forest of billowing black portals formed, a soldier stepping out towards them from each while more materialised behind them. They quickly blocked off the exits, forming a ring around them as yet more continued to enter the room.

Gwen and Max immediately looked around them in a panic. Ben observed their reactions as they backed up against each other while gazing at the hundred or so surrounding troops with weapons aimed at them. He saw as Max gazed about wide eyed with his face set, while Gwen quickly began to break as the realisation of what was happening came to her, all her fright and heartache displayed in her upset features. She quickly hid behind her grandfather despite having more of them behind her back. As the wide ring solidified around them, trapping them inside, a narrow corridor opened in their ranks leading up to Ben. The two within quickly looked up to him terrified, the meaning behind his stern stance and bitterly cold stare now all too obvious.

"Ben what do you think you're doing?" Max called out regardless of the answer being right in front of him. Ben grimaced as he stepped his way down the stairs towards them.

"What does it look like?" He answered flatly.

"Stop this, right now! Call these guys off!"

"Stupid, arrogant old fool. Did you really think I was going to lie down and let you abuse and manipulate me forever? Did you really think you had the authority to do whatever you wanted, and it was all excusable because it was for the supremacy of your own insignificant species?" He mocked him as he came to the bottom and made his way towards the edge of the ring.

"Don't you lecture me, you don't know anything about anything! You don't know how I fought to protect the human race from those alien freaks!"

"You self-righteous piece of shit. There is no excuse for what you have done to me. You are both guilty." Ben growled as he moved out into the circle, the gap closing behind him as he faced the two people he had once loved and who had taken everything from him. Max was sweating heavily and gritting his teeth. Gwen was starting to cry.

"Ben please don't do this! I'm sorry, I should have treated you better, we both should have! But we know that now, and we can take it all back! We can be the loving family you wanted all along, just don't do this!"

"What you have done cannot be undone. That part of me that once felt happiness is dead because of you."

"I love you! There, you have what you wanted all along. I know that I did things that can never be undone but I really do love you. So please, don't do this."

"You ruined my life, so I'm taking both of yours as compensation."

Opening his right hand he formed a long staff out of crystal, while in his left hand he willed sharp claws to extend, and stepped forward towards them. Seeing him approach with intent to kill written plain in his face Max raised his arms and began to back away with Gwen behind him. They couldn't go too far back though, and soon Ben was within striking range. Taking the staff in both hands he whirled it around and delivered a side swipe at Max's chest, which he managed to block with his arms. He made several more blows left and right, Max blocking and pushing aside them all. Taking aim he thrust the tip at him, though the larger man managed to step aside just in time, Gwen still safely behind him.

Turning up his assault a notch Ben began to rapidly whirl and strike at him with the side. Max blocked the first two, but the third landed on his right ribcage, the fourth in his stomach and the fifth landing on his back. When Ben made another strike aimed at his head, Max managed to block the blow and charge in towards him with his fist reared back. He tried to punch him in the face, only for Ben to spin out of the way, using the staff to strike his legs and then his back, collapsing him again. He then delivered a blow to the side of his ear, which he knew from personal experience was sensitive, causing him to cry out in pain as he held his hand to it.

He allowed him to stagger to his feet before he struck again to his mid section, then across the front of his shoulder. Max whirled around and fell to his back, battered, bleeding and gasping for breath. Gwen watched on in dismay as Ben moved in again. Before he could use the staff again Max reached behind his back and pulled out an energy pistol, levelling it at him. Ben dived and raced off to his right as he fired, the streak of plasma deflecting harmlessly off one of the soldiers. He kicked it away violently, using his staff to batter him one and again all over, striking him across his face, his gut, his arms and legs.

"I did everything you ever asked! I was the best person I could be for you people! And look what you did to me!" Ben roared in rage, everything that had ever been done to him in his ten years of living hell all pouring out. "You took everything from me! I trusted my life to you, and you, my own grandfather who I thought loved me, used that to take advantage of me! I HATE YOU!"

Lost in his hatred he was momentarily stunned when the staff he was using to beat his already bloodied grandfather was wrenched out of his hand. Turning around he saw it floating in midair, Gwen's hand reaching out to control it with her magic. She sent it sailing back towards him, catching him in the chest and flinging him back across the circle. Glowering at her he regained control of the staff and rose to his feet again. Gwen stood looking at him with sad, apologetic eyes as she raised the spears and weapons of many of the troops behind her into the air, all pointing at him.

"I'm sorry Ben. I'm sorry we ruined your life. But I won't stand by and let you kill us. Just let us go, and we'll never come back, I promise."

"You think sorry is going to make up for everything you've done? You think sorry is going to give me back my ability to feel happiness? You are both guilty, as are all living creatures, and you will all suffer with me. I will make everyone and everything share in my sorrow for allowing what you all have done to me, including you."

He began towards her. Seeing him now totally unwilling to listen to any more of what she had to say Gwen used her telepathy to hurl the first row of five lances at him. Ben stopped and used his staff to deflect them all. Another five came at him, forcing him to drop low and streak out of the way to the left and right to avoid them. As he was evading them she reached into her pocket and threw two small purple and black balls to the floor, growing out into a pair of small golems. They quickly latched onto his arms and held him still between them.

Snarling with rage as he thrashed against them he looked to Gwen who had her hand raised to him, a sad sense of purpose in her gaze as she prepared to finish him.

"I'm sorry Ben. Goodbye." A blue haze formed in front of her hand, and Ben's eyes flickered with some semblance of alarm. "Emocha Objec-"

Acting before she could finish Ben channelled Fourarms' strength and tore out of their grasp, racing forward with his clawed left hand outstretched. Gwen in her panic tried to move away, but his claws still connected with the top of her left arm, tearing a number of deep gashes across into her shoulder. She uttered a scream of blinding pain and terror as she fell clutching the wound, the blood running out through her fingers.

While Ben was still focussed on Gwen, Max struggled up and made his way to the golems, speaking to them in a hurried whisper. Gwen was still clutching her bleeding arm as Ben stood over her, watching her writhe and cry out from the pain. "For someone who enjoys inflicting pain on others your threshold is pathetic." He nudged her cheek up towards him so he could see her tear streaked face. "What a wretched creature. I would kill you this instant if it weren't doing you a service."

"Leave her Ben. She's just a stupid kid who made stupid decisions." Max called to him, drawing his attention off to the side away from her. Gwen looked to him, seeing the same heavy set eyes of a person taking responsibility for the things they had done. "I was the one who deliberately tried to take advantage of you to further my own pride. I should've seen the end didn't justify what I put you through. But because of my pride and self-righteousness I didn't even see that I was twisting the end itself into something I originally didn't want. And I even dragged Gwen down with me. She only agreed to play her part in it because I told her so."

"Don't bether trying to fool me with your fake responsibility. We both know she played her part just so she could stick it to me one last time, because after all, _it's only Ben."_ He retorted, his voice dripping with derision and contempt. "Gwen made her decision of her own free will and conscience. It's too late for her, or you, or anyone to undo anything now."

"Will you just listen! I know you're angry. I know we hurt you and betrayed you too many times. And I know we don't deserve your forgiveness, but how will this solve-"

"NO ONE DESERVES MY FORGIVENESS! YOU WILL ALL PAY FOR RUINING MY LIFE! EVERYONE IS GUILTY! EVERYONE WILL BE MADE TO SUFFER WITH ME!" Ben bellowed in a final cacophony of rage and endless hatred. Max and Gwen looked at him horror struck now that his final intention was revealed, until he pushed forward with his arms and threw an enormous gout of flames at the man. Barely managing to dive out of the way singed and burned he looked to his granddaughter.

"You two, go!" He yelled to the golems. In response they turned around and charged for the exit, knocking down the guards in front and clearing a passage. "Gwen, there's a ship at the end of the base! Use it and get away from here! I'll hold him off!"

Gwen looked at him hesitantly, slowly getting to her feet while holding her wounded shoulder. She watched as the golems cleared the way to the exit, the guards knocked on their backs in an isle to freedom. But if she took her chance and fled, it would be the last time she ever saw her grandpa alive. How could she abandon him? She had abandoned someone close to her before, and it was because of that they were facing her own cousin, her sweet, shy, awkward yet supremely loving Ben, now trying to kill them both.

Standing between them Ben looked back to her. Gazing heartlessly he judged her for all she had done to him, before he returned to Max, leaving her to do what she wanted with contempt.

"Gwen go!" Max shouted seeing her just standing there. Eventually through forcing herself to act she tearfully complied, taking off and racing down the path cleared by the golems as the other troops let her pass, disappearing into the hallway beyond. Ben glanced over towards the exit. Once he sensed she was gone he willed the drones to close the gap, which they did so immediately, the golems fighting and losing as they retreated to eventually be destroyed.

"I may have failed you, but I won't fail her. Do whatever you want to me, but you won't get her." Max spoke though Ben looked to him with only scorn.

"Don't delude yourself old man, I let her escape. I have my own plans for what's going to happen to her. But that's more than I can say for you." He continued towards him. "My plans for you end here."

Max could do little more than wait for the inevitable now as Ben continued towards him and lashed out again with another string of blows, each catching him and forcing him back. He dealt an enhanced kick to his ribs, feeling them crack and break under the blow. He struck his legs, bringing him down again where he continued to gaze up forlorn at the grandson he had failed.

For Ben whatever satisfaction he felt at breaking him down and defeating him was over. There was no more point in continuing to batter and break the old man's already ruined body and pride. Turning he went to retrieve the energy pistol he had pulled on him. Taking it in his hand he looked back to his grandpa, gazing down at him distant and hateful as he stepped up to stand before him.

"This is the end for you. But before you die I want you to know, everything you devoted your entire life to, the Plumbers, your family, and the human race, will all be destroyed. I will slaughter the Plumbers, and your children, and as for the race of people you preached were so superior for your own pride, their future is a pit of despair, from which no one will ever escape. And it's all because of you." He levelled the gun at his chest as he continued to struggle for breath, looking up at him with sorrow. "I guess I should thank you. If it weren't for you and Gwen betraying me I would never have known that there was no good in people."

"That's not true. There are still people who care about each other. Look at how you used to be. You were the best of us all."

"Have you any idea how many people I have killed already? I've killed hundreds, men, women, elderly, even mothers with children, and for every one I never felt a thing."

"Ben, don't live your life on your bad memories."

"Because of you my bad memories are all I have."

With all he had wanted to say now said Ben pulled the trigger, blasting through Max's body again and again. He watched on dispassionately as his grandpa's face and body tightened in agony for a few last seconds, before he finally went limp.

Lowering the weapon he gave his dead grandfathers body one last solemn gaze over, dropped the gun and walked away. Ahead of him his soldiers assembled to receive their instructions.

"We will now begin phase two. Hack into the base's computers. Find out about every member of the Plumbers and where they live, the location of all other bases, how many are stationed at each outpost, their equipment and defences. Go to the armoury and take out every weapon there. Once this is done the main force is to go to each base and wipe out the Plumbers, but keep any scientists or technicians you find alive. We will need them to begin building the fleet. Destroy the mountain once we're gone."

"_What are the rest of us to do sir?"_ The one closest to him asked.

"The rest of you are to accompany me back to Bellwood. We will assemble outside the school." Ben spoke with a hard stance. "And bring me a machine gun."

* * *

><p>Gasping heavily Gwen stumbled through the different hallways of the base in search for the ship her grandfather had told her about.<p>

'_He's probably dead by now.'_ She thought, a few tears welling up again as her heart constricted. But she couldn't break under the stress now, she had to escape, otherwise his death would be in vain.

Still holding her wounded arm she pushed on through a set of sliding doors, to come out into an underground hangar, in the middle of which sat the spacecraft Max had told her about. It was an ugly machine, blocky and lacking grace, but it appeared to be solid. Rushing to the open doorway she quickly climbed inside, finding her way to the cockpit to slump wearily into the pilot's seat. She closed her eyes and rolled her head back, barely able to see straight from the pain and blood loss. But she pushed herself onwards.

Positioning her injury against the side of the seat she raised her bloody right hand and moved it towards the complex control panel. As soon as her hand was close it lit up a bright blue at her presence, identifying its new master and connecting to her will.

Behind her she heard the door clamp shut as the machine's systems came online. Overhead the doors to the outside grated and moved aside, revealing a hole wide enough for the ship to fit through. Seeing how it responded to her will Gwen focussed her thoughts and willed the craft to rise. It did so, lifting up off the concrete pad on a cushion of antigravity, rising out through the opening in the ground up into the air.

Now outside she managed a look back at the mountain, seeing the faces of the old leaders looking back at her in mourning.

It came as a shock to her when the faces suddenly vanished, replaced by an enormous spherical wall of pulverised rock and dust that raced out in all directions, a nuclear explosion to erase both the base and everything around it. Acting almost on reflex she latched onto the stick in front of her with both hands, wrenching the craft around and racing off away from the blast as it flattened the area where she had just been. Escaping destruction as the pressure wave pushed itself over her she turned the craft around, looking back to where an enormous stout mushroom cloud rose from where the mountain had been.

'_How many people did that kill?'_ She wondered, the thought of wether or not her Ben was taken with it occurring briefly before the obvious truth came to her, that he was the cause of the detonation. Having escaped destruction momentarily she thought of what to do next.

'_Ben's gonna want to take revenge against the kids and teachers at school, and his parents, so he'll be heading back to Bellwood. But what about the rest of town? He has no reason to leave anyone alive.'_ A flood of dread overcame her. _'Mom and dad! I have to get there before he does!'_

But she didn't even know where she was, except that she was near Rushmore Crater. Where was home from here? Frustrated and stricken by an underlying panic Gwen turned the craft around back towards the crater, searching the surrounding area until she found the highway, then followed that to wherever it led her in the hope she could make her way back in time.

* * *

><p>It was a bright afternoon in Madison Elementary School, and the students and staff were in a good mood. It was Friday, and in just a few short minutes the bell would ring and they would be able to go home to their lives.<p>

The school was a wonderful place, a garden of intellectual and physical development for the youths who went there, and a feeling of universal respect and courtesy was shown to all who came there to study. At least that was what the teachers and principal told people. In truth it really was a paradise for young boys and girls, as long as they were sociopaths or narcissists devoid of any kind of compassion or guilt. For those who weren't it was a living hell.

But on this sunny Friday afternoon that was about to change, if the boy with the hate filled eyes and the M249 machine gun in his hands, and the hundreds of troops surrounding the building, had anything to say about it.

Ben strode in through the front door, walking steadily through the halls past classrooms full of budding young psychopaths, making his way unimpeded towards one door at the end. Pausing in front of his homeroom door he grasped the handle and calmly swung it open and strode in through the doorway.

At first the twenty or so of his classmates and teacher looked to him with no apparent interest, then their expressions changed to one of questioning, of not understanding what they were seeing. Ben, their all time favourite punching bag and doormat, looking at them with pitiless hatred, and a machine gun in his hands? He watches as moment by moment realisation came to each of them, and their faces turned from wandering to horror.

And then he pulled the trigger.

What happened in the following few minutes the world would never forget. They screamed mindlessly and fell in front of him, first his class, then as the terrified masses tried to run he turned the muzzle down the hallway, felling twenty, thirty, sixty and more. Those who made it out through the doors and windows found themselves facing the pitiless fire of the hundreds of masked drones, slaughtering them all by the hundreds without mercy.

Ben observed their reactions. Many of them cowered and begged before they died. Others ran madly only to get shot in the back. Some did nothing at all, looking at him frozen in terror before the bullets came. And then there were the ones who used their classmates and students as meat shields, far more than even he had expected. Many of them he remembered as the ones who would systematically destroy him every day he came here. He took satisfaction in prolonging their violent and ugly deaths. When he encountered JT shielding himself with Cash's body he made sure to give them both the deaths they deserved, going so far as to blow the top of JT's head off.

By the end of five minutes it was over. From the blood and bodies that littered the hallways, classrooms and grounds he judged that somewhere between eighty and ninety percent of the school's population were dead. The rest were cowering under their desks or hiding, and would take too long, especially now that he could hear the police approaching. Dropping the empty machine gun and heading back out the front he arrived just in time to see his troops massacre the police that came to stop him, the flames of their cruisers billowing up and filling the air.

"Sir." Several of them came up to him with a number of yellow gas cylinders in their hands. "We found these at the base."

"What are they?"

"Nerve agent canisters, a compound several times deadlier than VX, created especially for use on humans." It answered.

"So the defenders of humanity created a weapon specifically to exterminate the vermin they were supposed to be protecting." Ben spoke with sarcasm and disdain. He looked back to the school. "Put one in there and continue outwards. Kill everyone you come across. Once we have the city detain the survivors for assimilation. Save the other canisters for use on larger cities. Have any captured scientists immediately get to work producing more."

Walking away from the school he gestured his troops to continue in their slaughter, invading houses and buildings and wiping out everyone they came across, while a heavy yellow-brown haze billowed from the inside of the school, the remaining inhabitants of it and the surrounding blocks spasming in their death throes as their blood vessels burst in their lungs and their eyes bled out. Meanwhile as the afternoon dragged on he immediately sought out his house, and by the time he arrived at his parent's front door the sky was orange with both smoke and the angle of the sun. He knocked five times. After a few seconds wait his mother opened it, looking down at him in shock at the sight of his deadly stare and blood spattered clothes.

"Hello BITCH!"

"Ben! Oh god! What have you done?" She shrieked and backed away as he moved inside towards her. Joining her he saw his father Carl, respected member of the community, come forward from the kitchen to stagger in shock at the sight of his son.

"I'm calling in some old debts, from all the evil parasites who ruined my life. Hello my dear, loving father. I guess you weren't expecting to see me covered in blood _before_ I returned to you." He spelled out in a cool manner.

"Hey come on Ben, it's us. You w-wouldn't hurt your old man… would you? I mean come on, I-I may have been harsh with you at times but you should know it was all for your own good." Carl stammered fearfully.

"Oh really? I'd love to hear you explain how the beatings and humiliation you inflicted upon me daily qualify as good parenting." His expression darkened. "You wretched piece of shit, you're just like your father. He made the same mistake thinking that I would lie down and take whatever he did to me. That mistake cost him his life, along with thousands of other people."

"Jesus… Wait! You-You don't have to do this! It's all her fault! She made me do it!" He pointed to his mother.

"No don't listen, it was him! He forced me to-"

"SHUT UP!" He roared at last. "You have both done evil and appalling things to me that can never be undone, and you will both pay for what you've done your lives! Now keep your mouths shut and I might make it quick!"

"Why… No! You… I'll give you the beating of a life you FUCKING LITTLE BASTARD!" Carl's face twisted in a mindless frenzy of sadism and launched himself at the boy with his fist curled to smash his face in like he'd longed to do the entire time he was away. Ben easily ducked to his left, and extending a set of large claws from his right hand swiped at his father's thighs, tearing off both his legs.

He fell screaming, clutching the huge masses of severed meat with his hands as blood pumped out of his arteries. Sandra opened her mouth and held her hands to her head in terror and shrieked, watching on as the son she had previously belittled for her own amusement now hoisted his father's screaming form upright by his throat, bringing his hand in across his belly, spiling his organs. At that point she threw up. Carl gaped in horror at the hideous sight and feel of his innards lying in a pile on the floor in front of him, before he started to shake from the blood loss, his eyes rolling back as he lost consciousness and bled to death.

Sandra turned and ran, thrashing frantically past the kitchen towards the back door, all the while uttering a piercing shriek of mindless terror. Ben watched her as she hit the rear glass door, fumbling about to wrench it across, then ran screaming out into the back yard. The sound of her voice bought back memories of all the awful things she had ever told him growing up, how she had psychologically tortured him every single day from the moment he could remember. His rage flooded his arteries, and he bound off out the door after her. His mother was so overcome by panic and the need to find someone else to shift the blame on that she practically forgot how to run, and before she had even made it halfway across the yard Ben grabbed her around the throat and bought her to a halt, wheezing for air through his grip.

"And you mother, you were never anything more than a spiteful big mouth bitch." Opening his other hand he formed a short razor sharp dagger out of crystal and bought it to her throat. She screamed against the blade, thrashing about in a mad attempt to avert her horrible fate. "Now let's hear what you have to say about this."

He drew the blade across her throat, slitting open the large veins leading down from the brain but not the arteries underneath. Her face scrunched up and her tongue stuck out as an enormous amount of blood pumped out the gash, while a strangled sound somewhere between a hiss and a growl exited her mouth. Ben held her head back, revelling in the satisfaction of her inhuman hissing and spasming, watching her claw at her throat with her hands to try and hold back the blood that was drenching her front. His entire life she had systematically probed and cut away at his every weakness, making him feel worthless, unworthy of basic human dignity, life undeserving of life. But now he knew, it was her, and his father, who were undeserving of life, along with everybody else who had abused, abandoned and taken advantage of him. He could see it clearly in the insectoid way in which she thrashed about, and the evil sounds coming out of her mouth. He closed his eyes in satisfaction now that the truth had been revealed. Here then was the face of the world and all the people in it, ghastly and despicable, incapable of ever caring about anybody or anything outside of themselves.

Ben held her there listening to her hissing and spitting, feeling her spasms slowly getting weaker and the sounds coming out her mouth turn to wheezing gurgles as her body ran out of blood. Her lungs ceased to draw air and the blood ceased to spurt out of her throat. A final faint hiss escaped her mouth as her bone white face remained fixed in its ugly visage, her tongue still sticking out as he let her go, dropping to the ground on her back dead.

Reaching down he took hold of her corpse by her hair, dragging her back inside the house, where he grabbed his father's body by the roof of his mouth. Dragging him with his organs trailing behind he pulled them both out into the middle of the street, and left them there for everyone to see. It was illogical though, he realised, because most of the other people in the street were hiding behind their doors, and most of them would be dead soon anyway. Already his troops were advancing up the end of the streets, going from one home to the next and slaughtering everyone they found.

Most of the city had already been taken. Almost everything he had come back here to do had been done, almost. He looked down the other side of the street. There was one last household he had to visit, before Gwen came.

* * *

><p>It was well into the night by the time Gwen finally found her way back to Bellwood, landing the bulky transport on top of a hill outside the town so as not to be spotted. As soon as the ramp descended she ran out, disregarding the open wound in her arm as she made for the town. As soon as she came over the top of the hill to look down upon her home town she gasped. The entire town was burning, everything from the business centre, to the outlying suburbs and industrial area, all covered in rising pillars of ash.<p>

'_He's already been here!'_ She thought in dismay. Panic rising she raced down the hill through the forest towards her neighbourhood.

It took only a few minutes of running as fast as she could but every second she didn't know her family was safe was torture. When she entered her street she found nearly every house on fire, their doors and windows blown in by some powerful fiery source. Those who tried to escape the destruction in their cars were struck down by laser fire and left to burn in the wreckage, while those who fled on foot were cut down in the same manner. The footpaths and road were littered with dozens of bodies and burnt out vehicles. She recoiled at the sight of them.

'_Ben did this. My Ben did all this. How could he do this? He didn't even know these people.'_ Staggered by the atrocities her own cousin had committed she gazed in silence at the death around her. How had it gotten to the point where the gentle, caring, compassionate, and above all forgiving young boy she had known would do such awful things to innocent people? Then the memory of the day she had turned on him flooded back to her. _'Ben, just how badly have I hurt you?'_

She pushed on, disregarding the danger of more troops lingering in the area as she made straight for her house. When she finally made it out the front she stopped and held her breath. Her house, unlike every other, was in perfect condition. The door was shut and the lights were out. Everything inside was a shadow.

Gulping down the dread she felt in her stomach she tentatively opened the door. There was nothing to greet her. She tried turning on the lights, but nothing happened, the town's power network having been destroyed. She looked around in the available light, searching through the living room, kitchen, dining room, throughout the bottom floor, finding nobody. Nervously looking up the stairs she made her way up step by painful step. Looking down the hallway to the different bedrooms she could think of only one place to look, where if Ben had done anything it would be done there, her room.

Her feet threatened to buckle under her as she stepped forward, standing before her bedroom. Her breathing stopped, and acting on almost subconscious motive she opened the door and gazed in.

Her mother, father and brother were all lying on the floor, dead.

All the troops and all the remaining survivors in the city heard her scream of anguish. They looked to where her house stood at her grief-stricken howls, the soldiers knowing from their master's mental connection the tragedy that had befallen her. But neither of them reacted, all returning their inhuman black masks back to the prisoners and going about their assigned tasks.

Standing with his back against the wall outside the house Ben listened to her wails of grief. For his entire life he had seen how Gwen had lived, how she was loved, nurtured, protected and cared for by her family and her many close friends and acquaintances. He had seen how much she smiled, how happy and care-free life had been for her, and had promised himself that some day he would enjoy the same, that he too would be loved, and be viewed by those around him as more than just the pitiful runt who wasn't worth the expense paid to keep him alive. For that he had gone out of his way to make the lives of others better, to achieve and live up to expectations, and doing everything he could to give to them the respect he himself had been deprived, and he had gone to especially great lengths to do so for his cousin. If anyone was going to associate with him, it would be her, the closest thing he had ever had to a friend or loving family.

But to her and everyone else his open kindness and desire for friendship was just an opportunity to be exploited to its fullest. She had led her many friends in doing everything they possibly could to break him down even further, desecrating him at every opportunity just so they could feel even better about themselves by comparison. Ben had done everything to deserve respect and in the end came out with nothing, while Gwen had done awful things deserving of scorn and came out with everything.

Now she too had nothing. Lowering his face he left her there and walked away, to prepare for their final confrontation.

* * *

><p>Gwen lay curled up between the people who had once been her family, weeping softly into her mother's side. Her body shook every few seconds with her sobs. Everything was gone. A part of her heart and soul had been destroyed, and without it the rest of her caved in hopelessly. There was nothing here for her now, and an instinctual objecting to leave and never come back pulled on her despite her grief.<p>

Raising her tear streaked face she gazed at the three, hanging her head in sorrow.

"I'm sorry. I'm sorry I bought this upon you. I hope wherever you are you find peace. And though I don't deserve it, I hope you can forgive me for all the mistakes I made." She looked one more time. "I love you all. Goodbye."

Standing Gwen moved away from the bodies, down the stairs and out the door. Pausing outside she searched the area for any sign of Ben's soldiers. It was difficult to see anything outside of the flames of people's houses and cars and the billowing smoke that filled the air, turning the moon red. Finding no one she started out into the street. Turning back to her home she took one last look and fled, running back down the wrecked street.

Before she managed to reach the safety of the forest again the sound of an explosion behind her reached her ears. Looking back she saw a fireball incinerate her house in the distance. As the flames took hold throughout the structure a number of drones strode out into the street from behind with their rifles and lances at the ready.

A flash of terror sprang up through her, and she turned and ran, disappearing back into the forest away from the remains of her town. Pushing herself over the damp earth on her legs she moved through the tree cover, spurred on by the fear that the drones may be just behind her, though she didn't look back. She worked to keep going as she climbed the hill, watching as she came closer and closer top where the ship lay in wait to take her away from the planet.

Finally after an eternity of heartbroken running she reached the top of the hill where the ship lay before her, and staggered to a halt as her eyes came to rest on the outline of the small boy her age who had done all this. Ben stood in front of the ship, looking upon her with a low and unfeeling gaze. The bloodstained moonlight illuminated just enough so that Gwen could see his cold green eyes once so similar to her own in the short time they had spent together, along with the blood spattered across his skin and shirt. Overcome by the image of all she had done and all her grief and sorrow she collapsed to her knees before him as her tears flowed freely.

"Mom and dad, Ken, all those people in the street, they never did anything to you."

"They are just as guilty as everyone else, because they chose to turn a blind eye to what you and everyone else did to me." Ben explained to her with contempt. "Your family made the decision that when people did awful things to me simply for their own amusement it was going to be acceptable. Not once did they, or anyone, ever raise a finger to stop the evil that was being done to me, even when they could have. They stood by and let it happen, and when they chose to let me suffer alone they made it okay for everyone who ever beat and humiliated me, and are just as guilty because of it." He began towards her, watching as the tears streamed down from her eyes.

"Not once has any living person ever shown me any kindness or care, except for grandpa and you. When grandpa betrayed me you became the only good thing I had left in the world." His voice wavered with the grief that welled up inside at the memory. "And you turned on me. Everything good that we ever shared in those few short months was a lie, so you could take advantage of me. It was you who showed me that there was no good in the world. I made sure to tell your family all about everything you had done, and how it was because of you that they died. You should have seen the sorrow in your mother's face before I ended her life. In the end I took mercy on them for that, and gave them an easy death."

Ben stopped to stand before her kneeling form, grimly watching her weep with her head bowed low.

"Please… Just end it quick." Gwen whimpered pitifully, not wanting to go on with this suffering anymore. Ben closed his eyes and breathed, remembering all he had ever felt in his short miserable life, looking back to her equally miserable, broken form.

"No."

Stunned into silence Gwen looked up to him wide eyed with tears, and found his heavy, oppressive gaze crushing her, burning into her eyes and condemning her for everything she was.

"Ten years. I suffered alone for ten years, watching how you were given everything, loving family, friends that cared about you, status, respect, everything I ever wanted and deserved as a human being, when you had done nothing to deserve it. I struggled and fought to earn my right to be respected and given dignity, but you used that against me, and left me alone, with not even hope that it could ever get any better. I had done so much for you and everyone and was left with nothing, while you, who had done only evil, had everything." He denounced her, while she looked up at him with increasing dismay.

"But now you have nothing. You have no family, no friends, no one to love you, and no hope. What you are feeling now is what it felt like to be me, every day of my life." Gwen rose slightly and backed away from him as a feeling of dread overcame her once more. "You expect me to kill you? No. You will live. You were my other half Gwen, the closest thing I ever had to family or a friend, and for that you will live. You will live on and feel every bit of what I suffered throughout my entire wretched life. You will continue to live alone, with nobody to ever love you, tormented by your memories of how you once had everything, and in your own selfishness destroyed it all."

Gwen stared at him wide eyed and agape in horror, as he laid down her final sentence for ruining his life.

"You will live Gwen, and suffer like I suffered, alone, for the rest of your life."

Stricken by shock and horror she could do nothing but stare back at him. Stepping back from her Ben moved to the right, providing a clear path to the entrance to her ship. For Gwen there was nothing left to do, no feeling of happiness to keep her going or purpose to live for, except to carry out her sentence, which she did. Acting solely on instinct she bolted like an animal and ran to the ship, disappearing up the ramp and into the pilot's seat.

Standing back Ben watched on coldly as the ship's engines started, the machine lifting up off the ground where it angled itself upwards at the smoke-filled night sky, and flew off into the rest of the universe, until she vanished altogether. With his Gwen gone Ben collapsed to his knees, falling and curling up into a ball, and finally let out his tears and cried softly.


	5. Epilogue

**Epilogue.**

Ten years later.

A fleet of starships lay in wait around a small yellow-brown planet, their crew, commanders and admirals all holding their breaths in anticipation. For them, they realised, the end had more than likely come, and more painfully so it had for the billions of inhabitants on their home world below. But they each set themselves at the ready for what was to come, for even if their lives were to end here, they still had to do everything in their power to protect their home and their families on the planet.

For many though the sense of total hopelessness was too much, and they fell into despair knowing their lives and the lives of their loved ones were doomed. Three years they and their allies had spent pouring all their efforts into stopping the brutal and relentless advance of their enemy, and throughout those three years they had lost so many of their finest citizens, only to face defeat again and again. The Emperor's forces fell upon one world after another without even being slowed, and one by one the alliance fell apart as the member nations and their entire populations were reduced to cinders, until they were the only ones left. Many couldn't wait any longer for the enemy to come and kill them, and a wave of suicides occurred throughout both the fleet and the civilian population.

Finally the Emperor's fleet arrived out of hyperspace in the distance, a huge number of blocky ships of all sizes bearing down upon them. The angular ships of the defenders opened fire with their laser batteries, blasting away at the enemy ships with everything they had, but they kept coming, closing the vast distance between them. The enemy launched their bombers, hundreds of smaller ships exiting the bellies of their carriers and racing for their prey. Watching as they approached the defenders tried to destroy them before they came within range. They destroyed many, but nowhere near enough, and the bombers fired their torpedoes at the destroyers, cutting down the defending fleets first line of defence. The attacker's then chose to reveal the stealth ships hiding in the wing close in, and fired another salvo that further cut down the numbers of the opposing fleet.

With a third of the defenders forces already destroyed or disabled the enemy destroyers, cruisers, carriers and capital ships all fired an enormous hail of missiles and torpedoes at the defenders remaining ships. Aboard the bridges and at their command posts the commanders and crew could only gaze helplessly as the sky became filled with bright flares all closing in on them. It was a noble, but futile attempt from the beginning. They bid their families a sad goodbye, hoping their suffering would be brief, and that they would see them in the next world, as the missiles impacted and destroyed them all.

Having sustained only minor losses to their destroyers and moderate losses of bombers the menacing enemy fleet moved into position around the planet, while the galaxy-wide known and feared capital ship the _Sorrow_ took centre stage above the planets equator.

The master of the fleet and the ruined society that had created it though wasn't concerned with what was happening outside the walls of his ship. He had seen it all before, all the death and destruction and ruin he had ever sown upon the hundreds of ancient societies he had encountered, and all the peoples he had slain by his own hand, had left him tired. The feeling of slaughter and genocide that had once sated his rage no longer bought him relief from the bottomless pit of grief that had become the centre of his entire existence. He strode alone through the corridors within the depths of his ship, clad in his regal black and orange robes and cloak, casting a choking presence in the air around him. He gazed on ahead with hollow eyes and hard features, so out of place in such a young man.

He made his way along the empty corridor towards the door at the end guarded by two soldiers. They each moved aside as he approached, unlocking the heavy door's locks so the two sides slid away, allowing him to enter the cell.

The deathly figure known only as the Emperor looked down upon what little was left of the person he had come here for. Lying against the back wall with her legs splayed out before her and her arms held above in chains, clad in an old and worn grey prison garb, a frail, sad excuse for a human being held her head low. He stood before her looking down wordless as the doors closed behind him, after which the sad woman finally looked up to her captor. The two regarded each other silently, both gazing into the other with empty soulless eyes.

"It's been ten years Gwen." He spoke to her in a grim note.

"Hello Ben." She answered equally tired. "Ten years. I used to count them, so I could see how much I had suffered already compared to you, but at some point I lost track, and eventually just let it go."

"I counted every day. I never lost track. I've been waiting for this ever since I destroyed your life."

"You've been busy with other things in the meantime though." Gwen added. "What have you been doing?"

"In the year after you left I destroyed every city and every country on Earth with chemical weapons taken from the Plumbers. The nuclear war helped. The Russians, the Chinese, British, French, everyone, tried to get me before I got to them. They even dropped the bomb on their own cities once I was at their shores. Me, the bombs and the winter combined, it killed off about five billion. In the following three years I set the remaining two billion or so to work rebuilding my empire, creating the war machine. I used captured Plumber scientists and technology to begin producing weapons and building my fleet. Then I set out into space to invade, enslave and destroy every race on every planet I came across, expanding my empire and my armoury, which I have been doing in the six years since."

"That sounds about right."

"What about you?"

Gwen's features flattened even more if possible. "I went from place to place, leaving every time you came and destroyed the world. Eventually I ran out of places to go and just drifted, a few months… a year, until your drones found me, and I've been waiting for you here for a few months now."

"That's what they told me." He replied looking away for the moment. Gwen noticed but said nothing.

"Why are you doing all this?"

"It makes the pain bearable, for a little while at least. I used to funnel all my grief into hatred, and used that hatred to sustain me. As I said, I lived to spread my grief. But I don't feel the same rage I used to. All I have now is bitterness, and it is useless to me." He lamented bleakly to her. "But this is still the only purpose I have."

"It doesn't matter how large or powerful your empire becomes, someone will eventually destroy it, and all the suffering you caused will be forgotten in time. You do know the Highbreed are on the warpath?"

"I exterminated the Highbreed, every last one of them." He answered with a scoff. "Those inbred degenerates were all sterile. They were doomed even before I came. I just cut the process short."

"Did it ever occur to you that Vilgax only gave you the ability to create the army so he could use you to do all the hard work for him? What do you think's gonna happen when he comes to collect?" She retorted.

"He already did. He regretted the decision. I killed him too, but only after I made him watch the extinction of his entire species. The poor fool, he reacted the same way you did."

"Don't you feel any guilt or remorse at all for all the people you've killed?"

"As far as I care all those people out there deserve to suffer and die for what they allowed to happen to me." Ben spat back with lingering bitterness. But this time it was Gwen who scoffed.

"Don't delude yourself. What I and people like me did to you was unforgivable, I accept that. And out of all the people who knew what was happening nobody did anything to stop it. That also was unforgivable. But you have no right to judge people you don't even know according to what other people not even connected to them have done. Who are you to say all people are all the same?"

"Then why out of everyone I knew did no one ever do anything? If there was some good in people don't you think I would have felt it in at least one person in that god forsaken place?"

"You were incredibly unlucky in your life. You drew all the short straws. But there was at least one good person in that town." Gwen explained to him as he looked to her with the faintest flicker of what would have once been interest. "It was you. You were the very best of all of us. You were the proof that there was at least one good person in the world. And if there was at least one, then why couldn't there be others?"

Ben lowered his face, and for the first time a sense of sadness and regret occurred in him.

"I knew. All along I knew most of them were innocent, or at least some. Even in Bellwood. I was just in too much pain to care. I blocked it out with my hatred, but in the end I knew all along." He looked back to her sombrely. "I'm sorry Gwen, for everything. But that part of me is long gone now. All that's left of me is this bitter tyrant I am now."

Reaching his hand forward he released her from her chains, kneeling down before her as for the first time in so long his face changed into something of hope, like the way he used to be.

"As I told you on that day I suffered alone for ten years, and that you would go through the same suffering as I went through." Gwen raised her head further as she sensed where the conversation was going. "But now you've gone through everything that I went through, and now your sentence is up."

He extended his hands for her to take. "We could be together. We could care for each other like family. Neither of us would ever have to suffer alone again. Together we could rule over the empire, change it into something better, watch it grow and expand with new life." He then retracted his hands and reached behind his back, bringing them back to her holding a pair of handguns.

"Or we could end it all, here and now. We could put an end to all the suffering, all the bad memories, together. We wouldn't have to die alone anymore. You and me, we could hold each other when the end finally came. What do you say? Shall we live together, or end it all together?"

Gwen stared at the weapons in his hands. Would it really be better for her to spare herself more suffering and just end her life now? What was the point in living if all she had was misery? But she wasn't alone now. Ben was willing to forgive her for ruining his life, and welcome her back into his life. She could finally have a chance to rebuild her life, and begin to rebuild the societies that had been destroyed as a result of his anger. But was that really possible? He had forgiven her, but was she herself able to move on from the death of her family, and everything that had happened to her? She harboured no anger against him for what had befallen her life, she had done the same to him prior, but what of the countless trillions of innocent people who had died just to bring him relief from his suffering?

"Ben… I don't know. Are your sure we can really put all this misery behind us and start anew?" She stated uncertainly. "I can forgive you for my family, and my friends, but… you've just done so much. All those people on all those worlds-"

"I don't care about them. I have no connection with those people. All I care about is you."

"But I do. I lived with them. I saw how they loved their friends and family. They are connected to me, or at least they were until you came and all but wiped them out." Gwen growled with a simmer of anger. "They didn't deserve what happened to them. How am I supposed to just forget about all those people who died and join you to build a new life together, and help you grow and reform your empire, that bought about their deaths in the first place?"

"If you don't think there's any chance for you and me in rebuilding our lives, then let's spare ourselves the grief and end it now." He responded with conviction, placing the pistol in her hand and wrapping her fingers around the grip. "At least that way we won't die alone."

Holding the muzzle of the weapon in her hands in front of his heart Ben used his other hand to place the other gun in the opposite position facing Gwen. Looking down from the one in her hands to the one poised ready to end her life Gwen continued to doubt both courses of action. She did not fear death, she had awaited for the day it would come and end her misery. The only reason she hadn't taken her own life long ago was her only remaining purpose, that she was supposed to survive and live out her punishment. Now the time had come when she could put an end to it, but doing it like this didn't feel right. There was some underlying dissatisfaction with letting Ben finally get his way out after all he had done, and having yet to show anything more than a fleeting moment of remorse for it all. She deserved to die now that her sentence was up, but did he deserve the same release?

Ben released his hold on the gun, letting her take the weight in her own hand as they aimed for each other's hearts. He smiled sadly to her. "The choice is yours. Just tell me, and we can do it together at the same time."

Gwen thought and thought, still holding the gun in position, until finally she lowered it away. Ben watched her retract her hand, and did the same with his. He looked to her questioningly as she lowered her face and shook her head.

"No Ben. I… I can't. I want to, but I can't." She admitted. Ben frowned in wonder at her cryptic reply, but brightened hesitantly.

"So does this mean we live, to start over?" He asked with a glimmer of hope. Gwen only let out a long sigh and made to stand.

"Let's just go."

Rising to their feet Ben led the way out of the cell, the guards standing by as he left, placing the gun in the hands of one of them, with Gwen walking along behind him. Her eyes cast low she continued to think of the two options he had presented to her, live on a pointless life trying in vain to overcome the misery of their past, or put it to an end, and allow the man who had ruined so many innocent lives just like how she had ruined his to escape his own sentence. In the end neither bought her peace.

There was only one other choice, her way, the one way left to her that would ensure she ended her miserable existence with her score settled. She closed her eyes, still feeling the weapon in her hand.

"Ben." She called softly. He stopped and turned back to her, finding Gwen looking to him level and clear, with all her grievances resolved. "I ruined your life, so you made me suffer alone equally, just as I deserved. But you have ruined countless lives." She raised the gun and pointed it at her heart, Ben's eyes widening in horror. Gwen looked to his terror-stricken features for the final time with cold, empty eyes. "For that you will always be alone."

Gwen pulled the trigger, firing a single flash of light and heat through her heart. Ben watched in dismay as her body flinched in shock, and fell to her knees, coming to rest with her face down on the floor. He looked upon Gwen's lifeless body wide eyed and mouth agape in shock and sorrow

It was over he realised. There was no one left for him to be angry at for ruining his life, no hope for a better future, just nothing. He didn't even have someone to be with when he died. He was alone, forever. There was no escaping it, and so there was no longer any point in grieving for it. With no possible way for his empty life to change for better or worse, nothing left to gain or to lose, there was no longer any reason to feel anything at all.

Ben gazed mournfully upon her, until one second later his grief-stricken features became unfeeling and hollow. He looked down on her with indifference, looking up to the guards standing behind her body with an empty stare. Without uttering a word he turned and left, not even sparing a single glance back at what had once been his only family. Walking alone the haunting silent figure made his way back from the cell block and disappeared into the elevator.

He emerged out into the throne room several minutes later, a wide empty space with a long window pane looking out ahead of the ship, with his throne in the centre. Around the room the dozens of masked guards, his generals, commanders and strategists, along with several erotically dressed members of his harem who were present all turned to face him atop the staircase. He paid them no heed as he strode down, making his way to his seat, each of the drones sensing their master's emotionless state as he took his seat.

"Get out." He spoke flatly.

They each wordlessly obeyed, stepping back away from him, departing the room leaving only him and his harem girls as he stared blankly out at the scene in front of him.

Beyond the window the fleet surrounding the planet poured a steady stream of missiles out towards the surface below, lighting up every city and life giving plain in hundreds of bright lights, an orbital nuclear bombardment to permanently destroy the people who inhabited the world.

Standing around him as he sat and watched the genocide, five of his sex slaves traced their fingertips sensually across his neck and down the front of his body. Two stood behind him and toyed with his shoulders, another two kneeling beside him stripped topless and ran their hands over him in between fondling each other's breasts, while one dropped down between his legs, running her fingers up the inside of his thighs. She smiled at him with adoration and worship as she began to undo his pants to pleasure him with her mouth.

Before she could he grabbed her by the face, forcing her up away from him.

"Go."

The five looked to him and between each other worriedly, before they each reluctantly complied. Putting their clothes back on they slipped away from the quiet man. Ascending the stairs to the elevator the last of the women looked back at him, watching as he stared emptily out at the destruction of the civilisation far below, alone now and forever. Reaching across she flicked a switch, the lights dimming and winking out as they all exited, leaving him sitting by himself on his throne in the darkness, illuminated only by the glow of the nuclear fires across the planet's surface.

* * *

><p>This is the end of my story. There is no more left that can be written in my memories, no more emotional fluctuations that I have previously viewed my entire existence within.<p>

All my previous emotional traumas and my grievances with the ones who caused them, and all the atrocities and misery that I am responsible for, have all been laid to rest permanently. I no longer have any motivation to feel anything at all. I do not wish for happiness because I know there is no possibility of it, and without happiness I have nothing left to be taken away. In my first ten years of existence I sought to fill my life with light and joy and thereby bring myself out of the darkness. In the following ten years I sought to spread my darkness and misery in the hope that it would lessen my own pain, and in doing so bring me closer up towards the light. Finally I have settled my own consciousness. Light and darkness have ceased to exist. And with no possible way of gauging the ongoing experiences of my life both past and future, all my memories have become completely irrelevant. My very state of living consciousness is over. My body goes on, my cells continue to divide and replenish my being, and the electrical and chemical impulses continue throughout my brain and nervous system. This is of course irrelevant to me. There is no me.

And yet I have no fathomable urge to end my existence, nor do I want to go on living. I have no reason to want for either, no pain to escape from, no hope to live on for. With no consciousness left within me the ongoing control and direction of my body's existence settles to simple instinct, and that is to continue doing what it is Ben Tennyson is best at; to enslave and destroy everything and everyone I come across. And so I continue to stare emptily at the genocide taking place. I will continue to spread misery and despair throughout the universe without question, until my body is dead and my instinctual programming is destroyed with it, despite the fact that with my memories now rendered useless I as an entity have myself already ceased to exist.

In the end it was all worth nothing.


End file.
